Vaught v. Ohio County Fair Co.
| Decision Date | 14 February 1899 |
| Citation | 49 S.W. 426 |
| Parties | VAUGHT v. OHIO COUNTY FAIR CO. et al. [1] |
| Court | Kentucky Court of Appeals |
Appeal from circuit court, Ohio county.
"Not to be officially reported."
Action by Rebecca Vaught against the Ohio County Fair Company and others to set aside a deed of assignment for the benefit of creditors. Judgment for defendants, and plaintiff appeals. Reversed.
E. A Guffy and Ben D. Ringo, for appellant.
Taylor & McHenry, for appellees.
On November 16, 1895, the appellee, the Ohio County Fair Company, a corporation, having been sued on a note by appellant, made a deed of general assignment of all its property for the benefit of its creditors to appellee T. J Smith. On November 18, 1895, appellant obtained a judgment on her note, and sued out forthwith execution, and had same levied on the real estate of the fair company. This action was then brought by appellant to set aside the deed of assignment as void, as to her, for the reasons, as alleged (1) Because no quorum was present at the meeting of the board of directors that ordered the assignment; (2) because the meeting was not a regular, but called, meeting, and was held without notice, and without all the directors being present; (3) fraud in making the assignment. The answer pleads title in Smith as assignee, and also pleads the deed, and the order of the board of directors made directing the assignment. Proof was taken, and the court on final hearing dismissed the petition, and from that judgment this appeal is prosecuted.
The proof shows there were five directors, a president, vice president, secretary, and treasurer of the company. On the occasion of this meeting the president was away,--not in Hartford; and, not being a regular meeting, the vice president called a meeting by notifying three directors, who met in Hartford, and the business was transacted. The two directors who were not present, and had no notice of the meeting, were G. B. Likens, circuit court clerk, and Ben D Ringo, an attorney, both of whom have offices in Hartford, and by the proof are shown to have been at their offices on the day of the meeting. Ringo was the attorney for appellant in her suit on the note, and Likens was related to her in some way. While there is some proof of an effort to notify these two directors of the meeting, it must have been very feeble, as it failed, notwithstanding these two gentlemen were shown to have been all day, during reasonable hours, at their offices. The fact that these two directors would be expected, under the circumstances, to oppose an assignment, so as to reduce the chances of the client and kinswoman to recover her debt, is very suggestive that the other directors were not anxious for them to be present. It is clear that they were within easy reach,...
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