Wickwire-Spencer Steel Corp. v. United Spring Mfg. Co.
| Decision Date | 29 February 1924 |
| Citation | 247 Mass. 565,142 N.E. 758 |
| Parties | WICKWIRE-SPENCER STEEL CORPORATION v. UNITED SPRING MFG. CO., Inc., et al. |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
OPINION TEXT STARTS HERE
Appeal from Superior Court, Worcester County; P. M. Keating, Judge.
Suit in equity by the Wickwire Spencer Steel Corporation against the United Spring Manufacturing Company, Incorporated, and Ralph G. Albert. From a decree for plaintiff, the last-named defendant appeals. Affirmed.
R. F. Albert, of Boston, and W. B. Feiga, of Worcester, for appellant.
P. D. Wesson, of New York City, for appellee.
This is a suit in equity. Stated summarily, the allegations of the bill are that the plaintiff is a creditor of the corporate defendant, which sold all its personal property and caused the proceeds to be paid to the individual defendant on the trust to pay a portion thereof in specified amounts to its creditors, that the individual defendant has paid all such creditors except the plaintiff and one other, and that he holds a sum sufficient to pay the claim of the plaintiff in trust for it. The prayers of the bill are that the plaintiff's claim against the corporate defendant be established and that the individual defendant be decreed to hold a sum adequate to pay its claim as trustee for the plaintiff, and for general relief.
The defendants filed several answers. More than six months thereafter the individual defendant filed a motion to dismiss the cause on the ground of want of proper parties. This was denied rightly. Such motion is not the proper way to take the objection that necessary parties have not been joined. Noyes v. Bragg, 220 Mass. 106, 110, 107 N. E. 669.
The case was heard by a judge of the superior court, who filed a statement of his findings. The facts thus found were that the directors, constituting practically all the stockholders, of the corporate defendant sold all its property and stock for $6,830, which sum was placed in the hands of the individual defendant in trust for the purpose of having him pay all the creditors of the corporate defendant and distribute the balance, after deducting $100 for his own services, among its stockholders. The total amount of bills due to such creditors was $1,592.87. All the creditors have been paid except the plaintiff and one other, whose total claims are $610.57. Manifestly considerable payments were made to the stockholders, but after all payments were made the individual defendant had a balance in his hands of $622.25. Under the terms of the trust deposit he had no right to distribute anything among stockholders until he had paid creditors, including the plaintiff, in full.
A decree was entered to the effect that the plaintiff is entitled to receive from the individual defendant the amount of its claim with interest and costs. His appeal brings the case here.
The evidence not being reported, the findings of fact must be accepted as final. The only question is whether the decree conforms to the allegations of the bill and rightly could have been entered on the facts found. First Baptist Society in Brookfield v. Dexter, 193 Mass. 187, 79 N. E. 342;Gordon v. Borans, 222 Mass. 166, 109 N. E. 950;Jacobs v. Anderson, 244 Mass. 125, 138 N. E. 314.
No objection can be urged successfully at this stage of the case, upon the facts shown, for want of parties. There were ample funds placed in the hands of the individual defendant to pay all the creditors of the corporate defendant. The bill might be treated as brought in behalf of all parties in interest. The court ordinarily takes pains to see that all parties interested in a trust fund are given an opportunity to be heard. But how far such persons should be made parties rests largely in sound judicial discretion. Smith v. Williams, 116 Mass. 510;Crowell v. Cape Cod Ship Canal Co., 164 Mass. 235, 41 N. E. 290. The...
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...company. It should be allowed to the trust company in a proceeding in equity such as is the case at bar. Wickwire Spencer Steel Corp. v. United Spring Co., 247 Mass. 565, 142 N. E. 758. The face of the note only is to be allowed, without interest. The accounts in a case like the present are......
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