Thomas v. Council Bluffs Canning Co.

• Decision Date: 13 February 1899
• Docket Number: 1,016.
• Citation: 92 F. 422
• Parties: THOMAS v. COUNCIL BLUFFS CANNING CO. et al.
• Court: U.S. Court of Appeals — Eighth Circuit

92 F. 422

THOMAS v. COUNCIL BLUFFS CANNING CO. et al.

No. 1,016.

United States Court of Appeals, Eighth Circuit.

February 13, 1899

Warren Switzler (Charles G. Ryan, William A. Prince, Jacob Sims, and George H. Thummel, on the brief), for appellant.

John N Baldwin, for appellees.

Before CALDWELL, SANBORN, and THAYER, Circuit Judges.

SANBORN Circuit Judge.

This is an appeal from a decree which dismissed a bill in equity that was brought to compel a debtor to pay some of its creditors the amounts due them under a written contract. In March 1887, the Council Bluffs Canning Company, a corporation, and one of the appellees, made a written agreement with the Grand Island Canning Company, another corporation, to the effect that the Grand Island Company would procure from its stockholders and furnish $22,000 for the purpose of purchasing a site for and constructing a factory at Grand Island, in the state of Nebraska, and that the Council Bluffs Company would pay an annual rental of $2,200 for the use of this factory, and would pay back to the stockholders of the Grand Island Company the $22,000 they were to advance, on or before 10 years, in annual installments of not less than $2,200 per annum. The stockholders of the Grand Island Company furnished the money. The factory was completed and delivered to the Council Bluffs Company about July 10, 1887. That company paid the rent reserved for several years, and paid the first annual installment of the principal due to the stockholders, and then refused to pay them any more. The appellees Daniel W. Archer, George A. Keeline, and Samuel Haas guarantied the performance of this contract by the Council Bluffs Company. After the factory was completed, the stock of the Grand Island Company was increased to about $40,000. On March 6, 1895, Claudius W Thomas, the appellant, and one of the stockholders of the Grand Island Company, exhibited a bill in equity in the court below, on behalf of himself and the other stockholders of that company, some of whom he named in his bill, offered to surrender their stock to the Council Bluffs Company, and prayed that that company might be ordered to receive it, and to pay to these stockholders the installments due under its contract for the years 1889, 1890, 1891, 1892, 1893, and 1894, and that, if it failed to do so, a judgment might be entered against the appellees therefor. In the briefs and arguments of counsel, the question of the power of the Council Bluffs Company to purchase stock in another corporation is exhaustively considered. The view we have been compelled to take of the appeal in this case renders it unnecessary to consider this question, but the thought occurs that perhaps that company had the power to borrow money and to agree to pay it back, and that it may be soon enough to consider whether it can acquire the stock when it has performed that agreement. Sioux City Terminal Railroad & Warehouse Co. v. Trust Co. of North America, 49 U.S.App. 523, 540, 544, 27 C.C.A. 73, 82, 85, and 82 F. 124, 133, 135.

The all-sufficient answer to this bill, however, is that the complainant had a plain, adequate, and complete remedy at law in this case. When the pleadings in this suit are stripped of immaterial averments and unnecessary verbiage, this is nothing but an action for a judgment for the installments of money due to the stockholders of the Grand Island Company under the contract of March 18, 1887, masquerading in the garb of a suit in equity. The bill contains no allegation of any fraud, mistake, or of any other fact which might confer jurisdiction upon a court of equity. There is, indeed, a prayer for an accounting; but it is a futile prayer, for no accounting is necessary, and none could be had, because the amount which the Council Bluffs Company owes is written in the contract, and the amount which each stockholder is entitled to recover is measured by the number of shares of the original stock which he ...