U.S. Cities Corp. v. Sautbine
| Citation | 259 P. 253,126 Okla. 172,1927 OK 176 |
| Decision Date | 21 June 1927 |
| Docket Number | 16457. |
| Parties | U. S. CITIES CORPORATION v. SAUTBINE. |
| Court | Supreme Court of Oklahoma |
Rehearing Denied Sept. 20, 1927.
Syllabus by the Court.
"Conversion" is any distinct act of dominion, wrongfully exerted over another's personal property in denial of or inconsistent with his rights therein.
Where a corporation issues a certificate of its stock, which, under its provisions, is transferable only upon the books of the company, and which provides that after a certain date it may be transferred for another class of stock, and where the corporation, by its officers, refuses to make such transfer after that time, at the request of the owner, such refusal constitutes a conversion thereof.
The measure of damages for the wrongful conversion of personal property is fixed by section 5999, C. O. S. 1921, as the value of the property at the time of the conversion with interest from that time, or, where the action has been prosecuted with reasonable diligence, the highest market value of the property at any time between the conversion and the verdict, without interest, at the option of the injured party.
Appeal from District Court, Oklahoma County; James I. Phelps, Judge.
Action by Willis G. Sautbine against the U.S. Cities Corporation. From a judgment for plaintiff, defendant appeals. Affirmed.
George S. Ramsey, of Tulsa, Rainey & Flynn, of Oklahoma City, and Edgar A. De Mueles and Villard Martin, both of Tulsa, for plaintiff in error.
Reuben M. Roddie, J. B. Dudley, and Shirk, Danner & Mills, all of Oklahoma City, for defendant in error.
This action was instituted by the defendant in error as plaintiff against the plaintiff in error as defendant. The parties will be referred to as plaintiff and defendant as they appeared in the trial court. This was an action for damages for the unlawful conversion by the defendant corporation of 2,030 shares of its class A stock.
The amended petition filed by the plaintiff contains eleven separate causes of action, which allege, in substance, that the defendant was a corporation organized under the laws of Delaware, and licensed to do business in the state of Oklahoma, and that it was engaged generally in the production and sale of oil and oil products, and that as a joint-stock corporation it issued to its stockholders common stock preferred stock, and class A stock certificates, and in the plaintiff's first cause of action he alleges that he was the owner of preferred stock certificate No. 6224 for 100 shares of the par value of $10 per share, fully paid and nonassessable and transferable only upon the books of the corporation in person or by attorney. It is also alleged that the owner and holder of said stock could, at his option, have the same converted into class A fully paid profit-sharing stock on and after the 26th day of April, 1924. Said certificate is copied in the petition in full, and bears upon its face the following:
"This certificate is convertible at owner's option for class A fully paid profit-sharing stock on and after the 26th day of April, 1924, and is transferable after said date."
It is further alleged that the plaintiff, on the 28th day of April 1924, presented the said stock certificate to the officers of the defendant company at its place of business to have the same canceled and class A stock issued to him in its stead, and that the officers of said company declined to make such transfer and refused to permit the plaintiff to have the same converted at his option for class A fully paid profit-sharing stock, that at the time of said demand class A stock was of the market value of $23.50 per share, and that the refusal of said corporation to transfer said stock on its books and issue certificates for said class A stock constitutes a conversion of said stock to the damage of the plaintiff for the market value. The petition then contains a prayer for judgment in the sum of $2,350 on his first cause of action, with interest at 6 per cent. per annum from the 28th day of April, 1924. Then follows the other ten amended causes of action in the same form, and he prays a total judgment for $47,705 upon his eleven causes of action.
The defendant filed its answer to the amended petition by way of general denial.
The cause proceeded to trial before the court and jury, and at the commencement of the trial the defendant objected to the introduction of any evidence, on the grounds that the petition did not state facts sufficient to constitute a cause of action, which objection was overruled. At the close of the testimony on the part of the plaintiff, the defendant demurred to the evidence of the plaintiff, and asked the court to direct the jury to return a verdict in favor of the defendant, which demurrer was overruled. At the close of all the evidence, the defendant moved for a directed verdict, and made request for certain instructions to be given to the jury, which were refused. The defendant also objected to certain instructions given by the court.
The jury returned the following verdict:
"We, the jury impaneled and sworn in the above-entitled cause, do, upon our oaths, find for the plaintiff and fix the amount of his recovery at $17 per share and 6 per cent interest from conversion and return stock to company."
Upon motion of the plaintiff, the court struck from the verdict of the jury the words, "and 6 per cent. interest from conversion and return stock to company," and rendered judgment in favor of the plaintiff for $17 per share or a total of $34,510, and sustained the attachment, which had been levied, from which the defendant has perfected this appeal.
The only question presented by this appeal is whether this is an action for conversion or action for a breach of contract. The plaintiff in error contends that it is an action for breach of contract, and that the proper measure of damages is fixed by section 5976, C. O. S. 1921, which reads:
The defendant in error contends that the trial court properly instructed the jury on the measure of damages under the provisions of section 5999, C. O. S. 1921, which provides:
The record discloses that the defendant refused to issue and deliver the plaintiff his class A stock certificates, for the reason that it might affect the selling price of said stock which was being sold at that time on the curb market in New York at $19 to $23.50 per share.
A certificate of stock in a corporation is not the stock itself, but rather the evidence of the holder's...
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