Southwestern Portland Cement Co. v. Latta & Happer
Decision Date | 15 March 1917 |
Docket Number | (No. 659.) |
Citation | 193 S.W. 1115 |
Parties | SOUTHWESTERN PORTLAND CEMENT CO. et al. v. LATTA & HAPPER et al. |
Court | Texas Court of Appeals |
Appeal from District Court, El Paso County; P. R. Price, Judge.
Suit by W. D. Latta and J. A. Happer, composing the firm of Latta & Happer, and others, against the Southwestern Portland Cement Company and others. From a judgment in part for plaintiffs, both parties appeal. Reformed and affirmed.
Burges & Burges, of El Paso, and McNamee & McNamee, of Los Angeles, Cal., for Southwestern Portland Cement Co. and others. Davis & Goggin and T. A. Falvey, all of El Paso, for Latta & Happer and others. Statement of Case.
On July 6, 1915, W. D. Latta and J. A. Happer, composing the firm of Latta & Happer, E. E. Neff, trustee, et al., suing for themselves and in behalf of all stockholders of the Southwestern Portland Cement Company who were similarly situated, filed this suit against the Southwestern Portland Cement Company and against the directors and the secretary of said company to enjoin them from constructing and operating a cement plant near Victorville, in the state of California, and for other relief. It was alleged that said company was a corporation, incorporated under the laws of West Virginia, and, under its charter, had no power to construct and operate such plant; that the board of directors had unlawfully paid to defendant Leonardt, its president, and to defendant Martinez, its vice president and secretary, $6,000 and $1,200, respectively, in back salaries, for which they asked judgment in behalf of the corporation; that defendants Leonardt and Martinez and Courchesne had acquired the stock of the corporation at less than par; and that defendants had otherwise diverted and appropriated the funds and assets of the corporation, to its damage. Plaintiffs prayed an injunction to restrain the issuance and sale of stock for the purpose of erecting the California plant, and asked for a full accounting of receipts and disbursements of the funds of the corporation, and, upon such accounting, prayed the court to give plaintiff judgment in behalf of the corporation against any of the defendants who had wrongfully acquired any of the property or funds of the corporation, and that all surplus moneys on hand be declared dividends by the board of directors. Plaintiffs alleged provisions of the laws of West Virginia and of the charter of defendant corporation claiming that the same showed that the establishment of a cement plant in California was ultra vires. They also pleaded that in violation of the law defendants were about to give to defendant Leonardt, the president of the corporation, $75,000 worth of the capital stock of the corporation for the cement site at Victorville, which was worth not more than $18,000, and that they were about to unlawfully purchase and acquire the capital stock and properties of the Mojave Northern Railway Company and make the defendant corporation a common carrier.
The pleadings in the case are very voluminous, and it is believed the foregoing statement is sufficient to indicate the issues raised by the plaintiffs' suit. It is unnecessary to detail the pleadings of the defendants.
The case was tried before a jury and submitted upon special issues. The questions asked and the answers of the jury thereto are as follows:
The court rendered the following judgment in the cause:
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