Western Grain Co. Cases, 6 Div. 374

Decision Date03 February 1955
Docket Number6 Div. 374
PartiesThe WESTERN GRAIN COMPANY CASES. , 489, 490, 585, 491, 492, 584, 657, 658, 143, 144, 694, 966, 689, 892, 893.
CourtAlabama Supreme Court

Pending administration of the estate of Edward Wilkinson, Sr., deceased, and after transfer from the probate court to the circuit court, in equity, certain of the parties in interest filed a bill for relief relating to the management and control of Western Grain Company, a corporation, a part of the capital stock of which was the subject of the will of and trusts created by the decedent. In purported settlement of the differences then existing between the parties litigant, the Circuit Court of Jefferson County, George Lewis Bailes, J., rendered a decree, by agreement as to form, dated May 25, 1942. Thereafter some of the contingent beneficiaries filed a bill in the nature of a bill of review seeking to set aside that decree, and other parties interested and affected thereby filed cross-bills to that end. In the meantime other and varied proceedings, by motions, petitions and otherwise, were interposed in the original case involving administration of the estate, all which were contested, and proceeded to decrees and decretal orders by the circuit court, Eugene H. Hawkins, J., presiding. On the bill for review a final decree was rendered by Hawkins, J., setting aside in part the decree of 1942, and making provision for voting of the stock of the corporation held in the trusts by the First National Bank of Birmingham (coexecutor and co-trustee). From the several decrees and decretal orders there were appeals, cross-appeals and alternative petitions for mandamus by the various adversary parties. The Supreme Court treated and considered the several appeals and petitions in solido; reversed the decree on the bill for review and remanded with directions to dismiss the bill for review with its amendments and the cross-bills; granted writ of mandamus to strike a certain pleading for prolixity; affirmed or dismissed other appeals and denied other petitions for mandamus.

The note of submission, minute entry and decree referred to in the opinion are as follows:

Note of Testimony

This cause was submitted in behalf of complainants upon bill of complaint, as last amended, and upon the written resignation of Elizabeth W. Lanier, the written resignation of Edward Wilkinson, Jr., the nomination of the Birmingham Trust and Savings Company, a corporation, and the documentary evidence introduced into open court, and in behalf of the respondents, upon their separate and several answers to the bill of complaint as last amended, and the documentary evidence offered in open court.

Horace C. Wilkinson, Solicitor for Complainants.

Gibson & Gibson, By: White E. Gibson and Charles N. Hewitt, Solicitors for Respondents.

Minute Entry, May 25, 1942.

Honorable Geo. Lewis Bailes, Judge Presiding.

On this the 25th day of May, 1942, it is ordered by the Court that this cause be submitted for a final decree upon pleadings and proof.

Decree.

This cause coming on to be heard was submitted for final decree upon the pleadings and proof as noted by the Register, and it appearing that the parties in writing have agreed on the form of a decree deemed appropriate to a disposition of this cause, and the court being satisfied that it is to the best interest of all parties that a decree be rendered disposing of this cause in accordance with the aforesaid agreement. It is therefore

Ordered, Adjudged and Decreed by the Court as follows:

1. Edward Wilkinson, Jr., as co-executor of the estate of Edward Wilkinson, Sr., deceased, and Edward Wilkinson, Jr., as co-trustee of the testamentary trust created by the last will and testament of Edward Wilkinson, Sr., deceased, and Edward Wilkinson, Jr., as co-trustee of each trust created by those five instruments in writing, executed by Edward Wilkinson, Sr., on the 4th day of November, 1938, and recorded in the office of the Probate Judge of Jefferson County, Alabama, on, to-wit, the 19th day of November, 1938, in Volume 2940, at pages 344 to 413, inclusive, and Mrs. Elizabeth Wilkinson Lanier, as co-executor of the estate of Edward Wilkinson, Sr., deceased, and Mrs. Elizabeth Lanier as co-trustee of the testamentary trust created by the last will and testament of Edward Wilkinson, Sr., deceased, and Mrs. Elizabeth Wilkinson Lanier, as co-trustee of each trust created by those five instruments in writing, executed by Edward Wilkinson, Sr., on the 4th day of November, 1938, and recorded in the office of the Probate Judge of Jefferson County, Alabama, on, to-wit, the 19th day of November, 1938, in Volume 2940, at pages 344 to 413, inclusive, and their successors in office and successors in trust, are each, separately and severally, perpetually enjoined from:

(a) Voting any of the stock in the Western Grain Company, a corporation, owned or held or claimed by them in any representative capacity for any trustee or co-trustee under the aforesaid instruments, or any executor or co-executor of the estate of Edward Wilkinson, Sr., deceased, as a salaried officer in the Western Grain Company, a corporation, other than the office of Director.

(b) Voting any of the corporate stock in the Western Grain Company, a corporation, held in trust by them or by the estate of Edward Wilkinson, Sr., deceased, for the benefit of Mrs. Grace H. Wilkinson, Mrs. Elizabeth Wilkinson Lanier, Mrs. Dimmis Riley, Mrs. Marguerite Wilkinson Mudd or Edward Wilkinson, Jr., for any trustee or co-trustee of the said several trusts, or any executor or co-executor of the estate of Edward Wilkinson, Sr., deceased, as a salaried officer in the Western Grain Company, a corporation, other than the office of Director.

(c) Using or voting or attempting to use any of said stock in the Western Grain Company, a corporation, or any part thereof for the personal advantage, profit, gain or advancement of any Trustee or co-trustee of said several trusts or any executor or co-executor of the estate of Edward Wilkinson, Sr., deceased.

2. The resignation of Edward Wilkinson, Jr., as President of the Western Grain Company, a corporation, is accepted, and he is relieved of any duty as such officer of said corporation, effective this date.

3. Western Grain Company, a corporation, its officers and agents, and their successors, and each of the individual respondents, namely, Edward Wilkinson, Jr., Mrs. Elizabeth Lanier, Sterling Lanier, Jr., Bethea McCall, Mrs. Dimmis Riley, Mary S. Wilkinson and White E. Gibson, Sr., are each enjoined and restrained from calling or undertaking to call, and from retiring, redeeming or undertaking to retire or redeem any preferred stock in the Western Grain Company, a corporation, for a period of five years from the date of this decree.

4. The resignation of Mrs. Elizabeth Lanier as co-executor of the estate of Edward Wilkinson, Sr., deceased, and as co-trustee of the testamentary trusts created by the last will and testament of Edward Wilkinson, Sr., deceased, and as co-trustee of each of the trusts created by the five separate written instruments executed by Edward Wilkinson, Sr., on the 4th day of November, 1938, and more specifically described in paragraph 1 of this decree, is accepted and she is relieved from acting as such. The appointment of a successor co-executor and co-trustee to Mrs. Elizabeth W. Lanier, resigned, will be made exclusively by the Court.

5. That J. P. Mudd have and recover of the Western Grain Company, a corporation, the sum of Fifteen Thousand ($15,000.00) Dollars, and a judgment and decree of said sum is hereby rendered in favor of the said J. P. Mudd and against the Western Grain Company, but no execution shall issue on said judgment or decree, the satisfaction thereof being acknowledged in open court by J. P. Mudd, by delivery to him, by the Western Grain Company, with the assent and concurrence in open court of all of the holders of the common stock in said corporation, of one hundred fifty (150) shares of the preferred stock in the Western Grain Company, a corporation, issued under and pursuant to an amendment of its charter duly recorded in Volume Z, Record of Incorporations, Page 431, in the office of the Probate Judge of Jefferson County, Alabama, on the 12th day of November, 1915.

6. Edward Wilkinson, Jr., and Mrs. Elizabeth W. Lanier are released and forever discharged from all liability on any claim held against them by J. P. Mudd up to the date of this decree. Edward Wilkinson, Jr., Mrs. Elizabeth W. Lanier and the estate of Edward Wilkinson, Sr., deceased, are discharged of all liability on any claim against them, or either of them, in favor of the Western Grain Company, a corporation.

7. J. P. Mudd, Mrs. Marguerite W. Mudd and Mrs. Grace H. Wilkinson, and the sureties on all bonds executed by them, are released and forever discharged from all liability on any bond or claim held against them, or either of them, by the Western Grain Company, Bethea McCall, Edward Wilkinson, Jr., Mrs. Elizabeth W. Lanier and Sterling Lanier, Jr., up to the date of this decree.

8. Western Grain Company will pay Edward Wilkinson, Jr., the sum of $1225.00 in full of all claims against it for salary for services rendered from the 27th day of December (2-22-42), 1941, to this date. If Edward Wilkinson, Jr., dies or resigns or is removed as co-executor or co-trustee he should be succeeded by Mrs. Elizabeth W. Lanier or Sterling Lanier, Jr., or their designated successor.

9. All costs of this proceeding are hereby taxed against the Western Grain Company, for which let execution issue after the expiration of thirty days from the date of the enrollment of this decree.

10. The Western Grain Company will pay Horace C. Wilkinson and White E. Gibson, Sr., for their services rendered in this case, the amount thereof to be arrived at by...

To continue reading

Request your trial
31 cases
  • Bailey v. Vaughan
    • United States
    • West Virginia Supreme Court
    • July 22, 1987
    ...through his corporate relationship, but the information is equally open and accessible to the shareholder. E.g., Western Grain Co. Cases, 264 Ala. 145, 85 So.2d 395 (1955); Manning v. Wills, 193 Ga. 82, 17 S.E.2d 261 (1941); Waller v. Hodge, 214 Ky. 705, 283 S.W. 1047 (1926); Schuur v. Berr......
  • Oaks v. City of Fairhope, Ala.
    • United States
    • U.S. District Court — Southern District of Alabama
    • May 20, 1981
    ...do not meet the expectations of the settling party, the settlement is not open to collateral attack. Western Grain Company Cases, 264 Ala. 145, 85 So.2d 395, 414 (1955). 9. The Settlement Agreement in this action settled various civil rights claims asserted by Oaks in her first federal cour......
  • Belcher v. Birmingham Trust National Bank
    • United States
    • U.S. District Court — Northern District of Alabama
    • May 1, 1968
    ...with his cestui que trust, the burden will be thrown upon him to show that confidence was not in fact abused." Western Grain Company Cases, 264 Ala. 145, 85 So.2d 395, quoting with approval Colton v. Stanford, 82 Cal. 351, 23 P. 16, This is not simply a case of a partner selling to himself ......
  • Ingalls Iron Works Company v. Ingalls, Civ. A. No. 7651
    • United States
    • U.S. District Court — Northern District of Alabama
    • August 18, 1959
    ...who stated in effect that the matter would have to be worked out in the light of the existing doubt. In Western Grain Company Cases, 264 Ala. 145, 162-163, 85 So.2d 395, 413, where it was urged that there was a mistake, the following language is particularly "In 5 Williston on Contracts, p.......
  • Request a trial to view additional results

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT