Seymour v. Detroit Copper & Brass Rolling Mills

• Decision Date: 28 January 1885
• Citation: 56 Mich. 117,22 N.W. 317
• Parties: SEYMOUR v. DETROIT COPPER & BRASS ROLLING MILLS.
• Court: Michigan Supreme Court

22 N.W. 317

56 Mich. 117

SEYMOUR v. DETROIT COPPER & BRASS ROLLING MILLS.

Supreme Court of Michigan

January 28, 1885

Error to Wayne.

Don M Dickinson, for plaintiff.

E.Y Swift and Chas. M. Swift, for defendant.

SHERWOOD J.

It appears from the record in this case that the plaintiff is an experienced practical mechanic, and is especially skilled in the erection of mills and superintending their construction. Prior to April, 1881, he had been employed by the defendant in superintending the construction of its works, and the defendant was then in need of a superintendent for its manufacturing department. The plaintiff resided in Waterbury Connecticut. On the fifth day of April, 1881, the defendant solicited a proposition from the plaintiff to enter its service as superintendent of the works of the company at Detroit. The negotiations were carried on, on the part of the defendant, through its president, R.W. Gillett, with the plaintiff. On the sixth day of April, 1881, the plaintiff made the following proposition to the company to enter its service: (1) The plaintiff to be elected a member of the defendant's board of directors; (2) to be elected superintendent, and have entire charge of the manufacturing department; (3) to have five or ten thousand dollars of its capital stock, and time for payment therefor; (4) to be paid a salary at the rate of three thousand dollars per year. The proposition was submitted in writing and went before the board of directors, and was finally accepted by the company on the twenty-seventh day of April, 1881, by telegram, the plaintiff being in Montana at that time. Plaintiff came to Detroit as early as convenient, and entered the service of the company, under the contract thus made, and on the first day of July, 1881, and remained until the tenth day of July, 1882.

The annual meeting of the stockholders, for the election of officers, was held April 14th in each year, and on the plaintiff's arrival in Detroit, the president informed him that the company would transfer to him $5,000 worth of its stock, and at the following April election make him a director, and wished him to go right along with the company's business as he would have done if he had been made a director. And the plaintiff complied with the request, expecting, however, to be elected superintendent. The stock was transferred to the plaintiff about two months after he commenced business for the company, and dated back to July 1st, and the plaintiff gave the company his note for $5,000 to pay therefor, and allowed the certificates to remain with the company as collateral to the note. The plaintiff, in fact, never had the certificates in his possession, but left them under the exclusive control of the defendant. The note was made payable one year after date, and the plaintiff paid, in March, 1882, $1,000 and interest thereon. The plaintiff was never made a director of the company, nor elected superintendent. The defendant paid him his salary, as agreed upon, up to the time he left, and did not wish him to leave; but failing to obtain the positions in the company promised to him, he left its service in July, 1882, as above stated. The plaintiff claimed that defendant failed to comply with the terms of the agreement under which he was induced to take the stock, in part payment for which he had let the defendant have the thousand dollars, and that he had the right to surrender the stock and receive back the money; and after some correspondence with the president of the company in regard to his claim, gave formal notice of rescission of the contract, tendered a transfer of the stock to the company, and demanded his note and the thousand dollars paid thereon. Such is the statement contained in the record. The company failed to comply with the demand, and the plaintiff brings this suit to recover the thousand dollars paid upon the note. The case was tried in the Wayne circuit court before a jury, and the plaintiff recovered. The defendant brings error.

The plaintiff and Mr. Gillett, the president of the company, were the only witnesses sworn in the case. Their testimony, when taken as a whole, I do not think, on the points essential to a proper disposition of the case, materially conflicts. I shall not attempt a detail of the evidence. They both agree that the plaintiff was employed by the company, and that he entered its service upon specified terms; that the service was rendered, and payment in full therefor made in accordance with the contract; that the plaintiff was to have been made director, and that his position was to be that of superintendent of the manufacturing department of the company's business; that the plaintiff was to have a certain amount of the company's capital stock; that he was never elected a member of the board of directors; and that the board of directors never took any action after the contract was made with the plaintiff, by which he was elected or appointed superintendent of the company's manufacturing business; that after the plaintiff entered the service of the company $5,000 worth of the company's stock was transferred to the plaintiff, and that he gave his note therefor, and paid thereon the thousand dollars sued...