Taylor v. Holmes

• Decision Date: 14 May 1888
• Citation: 127 U.S. 489,8 S.Ct. 1192,32 L.Ed. 179
• Parties: TAYLOR et al. v. HOLMES et al. 1
• Court: U.S. Supreme Court

8 S.Ct. 1192

127 U.S. 489

32 L.Ed. 179

TAYLOR et al. v. HOLMES et al.¹

May 14, 1888.

C. R. Conger, for appellant.

S. F. Phillips, for appellees.

MILLER, J.

This is an appeal from the circuit court of the United States for the Western district of North Carolina. A bill in chancery was brought in that court by Isaac Taylor, a citizen of the state of Massachusetts, and Sallie A. Howes, a citizen of the state of New Jersey, as they declare, 'for themselves individually, each as a holder cases: First, where is drawn in question stock of the Gold Hill Mining Company, as well as for and in behalf of all other stockholders of the said company who may desire hereafter to unite with them,' against Moses L. Holmes, Reuben J. Holmes, Ephraim Manney, and Valentine Manney, all citizens of the state of North Carolina. To this there was a demurrer, which was sustained, and a decree rendered dismissing the bill. The Gold Hill Mining Company, according to the bill, was duly incorporated under the laws of the state of New York, August 30, 1853; its capital stock fixed at $1,000,000 and its shares at the par value of five dollars each. Its term of existence was to be 25 years. It also appears from the bill that, shortly after its organization, to-wit, September 1, 1853, this corporation bought of Moses L. Holmes, one of the defendants, the Gold Hill mines and mining property, consisting of 12 lots and tracts of land lying in the counties of Rowan and Cabarrus, in the state of North Carolina; that the company expended large sums of money in the pursuit of mining and in making improvements upon the lands of which it had possession, and that $20,000 or thereabouts was raised by assessments upon its stock. It would appear that this was the condition of affairs before the outbreak of the war in 1860, when the enterprise seemed to be a failure and practical mining was abandoned. The bill also set up a foreclosure sale under a mortgage at which the property was purchased in by Moses L. Holmes and Reuben J. Holmes, who have had undisturbed possession thereof ever since. It is also alleged in the bill that, about July, 1861, the officers of the corporation, which had been in possession of the property, were driven off by the defendants, and that thereafter, by the death and resignation of its officers and directors of the greater part thereof, it became utterly disorganized and never held any meetings of its directors or stockholders since the year 1862, so that, at the time of the filing of the bill, there was but one director of the corporation living and surviving, within the knowledge of complainants; and it is alleged that he, by his act and doings and connections with the defendants in and touching pretended claim or claims adversely to the interest of said corporation and its stockholders and creditors, has rendered himself incompetent to assert and protect the rights of said corporation and of complainants, and has refused and neglected, and still refuses and neglects, so to assert and protect the same. One of the objects of the bill is to correct an alleged mistake in the original conveyance made by Moses L. Holmes of the lands on which the mining operations were conducted to this corporation; the allegation being that it was intended to convey to it a perfect title in fee-simple, whereas, wanting the words of limitation to heirs or assigns, and other defects, it did not convey such a title. These matters are set forth with much particularity and at great extent in the bill of the complainant, but as the decision of the court does not turn upon them, nor upon another question which has been raised connected therewith, as to whether or not one of the deeds was delivered as an escrow or absolutely, we need not...