Waggaman v. Nutt

• Decision Date: 30 June 1898
• Citation: 41 A. 154,88 Md. 265
• Parties: WAGGAMAN v. NUTT.
• Court: Maryland Court of Appeals

41 A. 154

88 Md. 265

WAGGAMAN v. NUTT.

Court of Appeals of Maryland

June 30, 1898

Appeal from superior court of Baltimore city.

Attachment suit by Calvin R. Nutt against John F. Waggaman. There was a judgment for plaintiff, and defendant appeals. Affirmed.

Argued before MCSHERRY, C.J., and BRYAN, FOWLER, BRISCOE, PAGE, and BOYD, JJ.

Thos R. Clendinen and Ed. C. Carrington, for appellant. F. C Slingluff and Wm. T. Donaldson, for appellee.

BRISCOE J.

This is a proceeding by attachment instituted on July 14, 1897, in the superior court of Baltimore city, by the appellee, Calvin R. Nutt, a citizen of Frederick, Md., against the appellant John F. Waggaman, a resident of the city of Washington. The trial below was upon the short-note case. The cause of action was as follows: "John F. Waggaman to Calvin R. Nutt. To amount due for the stock in the Sinepuxent Beach Company which the said Waggaman agreed to pay the said Nutt upon the said Nutt giving the said Waggaman notice that he wanted a return of the valuation put on said stock by agreement between them (which notice was duly given), $2,200.00." The attachment was dissolved on appearance of the defendant and upon bond filed. The case was tried upon the pleas of never indebted, never promised, and limitations. The defendant reserved three exceptions to the rulings of the court, and, the judgment being against him, he has appealed.

As the questions in the case are presented by the bills of exception, we will consider them in their regular order.

It appears from the record that some time in the year 1892 the plaintiff purchased 19 shares of the capital stock of the Sinepuxent Beach Company, which owned the summer resort Ocean City, Md., for the sum of $2,090, upon certain representations previously made by one Harvey L. Page and the defendant Waggaman. The certificate of stock which was issued by the company contains the contract of sale, and reads as follows: "Whereas, John F. Waggaman and Harvey L. Page have secured a controlling interest in the capital stock of the Sinepuxent Beach Company, a corporation duly created and existing under and by virtue of the laws of the state of Maryland; and whereas, the money necessary to make the purchases of said controlling interest was advanced by divers persons; and whereas, the _____ who had advanced said money have agreed with the said Waggaman and Page, and with each other, that the stock representing such controlling interest shall be issued in the name of Samuel Maddox, John F. Waggaman, and Harvey L. Page, trustees, to be held by them in one block for (8) eight years, and have further agreed that proxies or powers of attorney, irrevocable except as hereinafter provided, shall be given to the said Waggaman and Page, or the survivor of them, to vote upon the said controlling interest at all meetings of the stockholders that may be held during the said period of eight years, and have also agreed to pay the said Waggaman and Page, as compensation for their services in procuring such controlling interest and looking after the affairs of said company, a sum equal to fifty per centum of any profits on the stock so purchased, whether such profits be in the shape of dividends on said stock, from the sale of lands, or otherwise, which compensation said trustees are authorized to retain and pay to the said Waggaman and Page, their executors and assigns, and have further agreed that, at the end of the said period of eight years, the said trustees shall cause to be issued to each of the said beneficial owners of said stock a separate certificate for the number of shares owned by him, when and after such beneficial owner shall have paid or caused to be paid or satisfactorily secured to the said Waggaman and Page, their executors or administrators, one-half of the difference between the market value of the said stock at that time and what was paid for it, to wit, one hundred and ten dollars ($110.00) per share; and whereas, the said Waggaman and Page have secured that if, at any time during said period of eight years, any beneficial owner of said stock becomes dissatisfied with their management of the affairs of said company, he shall, after six months' notice in writing to the said Page and Waggaman, be entitled to demand a return of the money advanced by him, with six per cent. interest thereon, and on the receipt thereof his interest in the property of the said company shall straightway cease and determine, and if, after notice given as aforesaid, the money advanced by such beneficial owner, with six per cent. interest thereon, is not returned to him, then the said Waggaman and Page have agreed that the said proxies or powers so as aforesaid to be given to them may be revoked by a vote of the beneficial owners of a majority of said stock, which majority may authorize and empower some other person or persons to vote on said stock at all meetings of the stockholders in the place and stead of the said Waggaman and Page, and may also fix upon some reasonable time within which the affairs of the company shall be closed up, but, before the said proxies or powers of attorney to said Waggaman and Page are revoked, they shall have the right to demand and receive the compensation hereinbefore provided, to be determined in case of disagreement by arbitrators, one to be selected by the said Waggaman and Page, and one by the beneficial owners of a majority of said stock, the two...