Shawnee Compress Company v. Neil Anderson
| Decision Date | 13 April 1908 |
| Docket Number | No. 140,140 |
| Citation | 209 U.S. 423,28 S.Ct. 572,52 L.Ed. 865 |
| Parties | SHAWNEE COMPRESS COMPANY, the Gulf Compress Company, T. F. Stubbs, et al., Appts., v. NEIL P. ANDERSON, B. L. Anderson, and Morris E. Burney, Copartners as Neil P. Anderson & Company, and F. E. Anderson, M. D. Anderson, and W. L. Clayton, Copartners as Anderson, Clayton, & Company |
| Court | U.S. Supreme Court |
This suit was brought in the district court of the county of Pottawatomie, territory of Oklahoma, by appellees as stockholders of the Shawnee Compress Company against appellants, to cancel a lease made by the Shawnee Compress Company to the Gulf Compress Company.
The original petition alleged that the compress companies were respectively corporations of Oklahoma and the state of Alabama; that the plaintiffs, appellees here, were minority stockholders of the Shawnee Company; that certain of the stockholders of the Shawnee Company, claiming to be its officers, 'conceived the idea of leasing the entire property and business of said company, together with its good will and the right to the business thereof to said defendant, Gulf Compress Company, a foreign corporation;' that subsequently the same stockholders, claiming to be the directors of the corporation, in certain meetings and by certain resolutions, executed the purpose. These meetings were alleged to be invalid as not being in conformity with the bylaws, and that the proceedings therein were 'wholly illegal and beyond the powers and authority of the said stockholders and directors of said corporation;' that the corporation was organized to construct and operate a cotton compress in the city of Shawnee, and that its officers and stockholders were not authorized to execute a lease for a period of years, vesting in another and foreign corporation the rights, duties, and business of the company, and that the lease was void as against the rights of plaintiffs, being minority stockholders of the company. A copy of the lease was attached to the petition.
The petition was amended, making the allegations somewhat fuller, and alleged that appellants Stubbs and Beatty, who assumed to act respectively as president and secretary of the company, and certain other stockholders who joined with them in the negotiation of the lease, were induced thereto by certain advantages personal to themselves, and not by the interest of the company. It was also alleged that the 'exigencies of the business' of the company did not demand or justify the lease, and that its revenues for the season 1904-1905, over and above taxes and insurance, notwithstanding negligent and incompetent management, were $7,485.89; and, plaintiffs expressed the belief, could be made greater for the years covered by the lease. It was alleged that the Gulf Compress Company was in the business of leasing and operating competing compresses for the purpose of monopolizing, as far as possible, the business of compressing cotton in a large portion, if not all, the cotton-raising districts of the United States, and that the lease was procured from the Shawnee Company in pursuance of said scheme, and other leases of other compresses were also secured for like purposes, and that the Gulf Company is, in its operation and method of conducting business, a trust, combine, and conspiracy, in restraint of trade and commerce, in violation of the Federal antitrust law and the anti-trust law of the territory of Oklahoma, and that it is the design of the Gulf Compress Company to increase the charge of compressing cotton, and that it will be able to enforce such charges by reason of the fact that it will control all of the compresses in the territory.
There was a demurrer to the petition, which was overruled. An answer was then filed, which in detail asserted the validity of the proceedings preceding the execution of the lease; that the company was indebted in the sum of $17,250,—$6,000 to the Shawnee National Bank and $11,250 to the Webb Press Company, Limited, which was past due; that its creditors were pressing for payment, and that the lease was necessary in order to procure money by which to pay the Shawnee Bank and to secure the extension of time on the indebtedness due the Webb Press Company; and that, for these reasons, the negotiations for the lease were entered into and the lease finally made. And it is alleged that the consideration paid was fair and reasonable and for the best interest of the stockholders of the Shawnee Company; that defendants could procure said second mortgage money in no other way; and that the property of the Shawnee Company would have been sold at a great sacrifice unless the lease had been made.
It is alleged that appellees are firms of cotton buyers, and, in order to obtain an unfair advantage over other buyers, have conspired together for the purpose of forming a monopoly of all the compresses in the territory and destroying competition in compressing; and, in order to carry out the conspiracy, have, for more than six months, endeavored to obtain a majority of the stock of the Shawnee Company; and, knowing that Beatty and Stubbs were involved and in need of money, have, in all ways, oppressed said Beatty and Stubbs to compel them to sell their stock to appellants for an inadequate consideration, and conspired to compel the Shawnee Company, knowing it was involved and its demands pressing, to sell and convey its property to them for the inadequate consideration of $25,000. And it is alleged that the lease was made to defeat such conspiracy. Other plans of the appellees to harass the Shawnee Company are averred.
The case went to trial on the issues thus formed and resulted in a judgment for defendants (appellants here). The judgment recited that 'the court having heard all the evidence offered . . . and being fully advised in the premises, finds for the defendants and against the plaintiffs that the allegations of the petition of plaintiffs are not supported by the law and the evidence.'
A motion for a new trial was denied and the case was then taken to the supreme court of the territory, which court reversed the judgment of the court below, and the case was remanded to the district court, with instructions to that court to render judgment for plaintiffs in the case (appellees here) in accordance with the opinion of the supreme court, and the prayer of the amended petition.
Messrs. B. B. Blakeney and G. T. Fitzhugh for appellants.
[Argument of Counsel from pages 426-428 intentionally omitted] Messrs. Andrew Wilson, James R. Keaton, John W. Shartel, Frank Wells, and Noel W. Barksdale for appellees.
[Argument of Counsel from pages 428-429 intentionally omitted] Mr. Justice McKenna, after making the foregoing statement, delivered the opinion of the court:
The supreme court of the territory, in its opinion, discussed only two of the questions urged upon its consideration; to wit: (1) the legal power of the Shawnee Compress Company to execute the lease; and (2) the purpose in its execution to secure a monopoly of the business of compressing cotton and to unlawfully restrict competition. Of the first the court said: 'We find no express authority to lease set out in the articles of incorporation, but we are nevertheless of the opinion the weight of authority is that, when a strictly private corporation finds it cannot profitably continue operations, it may lawfully make a lease of its entire property for a term of years.' [17 Okla. 237, 87 Pac. 316.]
The court cited cases, and continued: 'It is only when such exigencies exist as necessitate or render appropriate such or similar action that the right can be exercised.' And it was observed that while there was no special finding of fact 'in that regard by the trial court, yet this feature must necessarily have been considered, in the light of the evidence introduced at the trial, and the judgment based thereon.'
The court further said that it found 'ample authority in the record for the action;' and, following the rule 'often reiterated,' the court further said: 'We must hold that, where the record contains some evidence to support the finding of the trial court,' the judgment will not be disturbed.
The ruling sustaining the power of the Shawnee Company to execute the lease is attacked by appellees, but we do not find it necessary to express an opinion upon it, on account of the view we entertain of the second proposition.
In passing on the second proposition the supreme court decided adversely to the view taken by the brial court. The court therefore...
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