Seitz v. Michel
| Decision Date | 14 January 1921 |
| Docket Number | 22,088 |
| Citation | 181 N.W. 106,148 Minn. 474 |
| Parties | ERNEST J. SEITZ v. CLARENCE B. MICHEL AND OTHERS |
| Court | Minnesota Supreme Court |
Action in the district court for Ramsey county against Clarence B Michel and others to recover $185,000. Defendants' demurrer to the complaint was sustained, Michael, J Plaintiff's motion to amend the complaint was denied.
From the judgment entered in favor of defendants, plaintiff appealed. Affirmed.
Pleading -- attack on complaint alleging invalid contract.
Suit by stockholder against other stockholders and directors for conspiracy to exclude him from a share in the management of the company and to render his stock valueless. Where it appears on the face of the complaint that the contract is void because against public policy, defendants may either demur or move for judgment on the pleadings after answer. [Reporter.]
Breach of void contract.
There can be no liability for the breach of an invalid contract, nor can one be charged with liability for inducing another to refrain from doing what he is not legally bound to do. [Reporter.]
Corporation -- action by stockholder against officer.
A stockholder who has no individual right of action against an officer for misappropriation of the company's money, has none against third persons who persuade the officer to misappropriate the money. [Reporter.]
H. E. Fryberger and Butler, Mitchell & Doherty, for appellant.
O. E. Holman, for respondents.
The defendant demurred to the complaint on several grounds: One, that it did not state facts constituting a cause of action against any of the defendants. The demurrer was sustained on that ground. Plaintiff moved to amend the complaint. The motion was denied and a judgment was entered, from which plaintiff appeals.
The complaint virtually repeats the allegations of the complaint in Seitz v. Michel, supra, page 474, 181 N.W. 106, and then adds a new allegation, charging defendants with having conspired to "freeze out" the plaintiff from participation in the management of the corporations and to render his stock unsalable and valueless; that, pursuant to such conspiracy, they so influenced Theodore Michel as to cause him to become hostile to plaintiff and induced him to repudiate his contract and wrongfully divert the funds of the corporations in the manner set out in the complaint in the other action, to plaintiff's damage in the sum of $185,000, for which judgment was demanded. All the questions presented in this case are disposed of by what was said in Seitz v. Michel, with the exception of the effect of the alleged conspiracy.
It appears upon the face of the complaint that the contract pleaded was contrary to...
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