Wilson v. Wyoming Cattle & Investment Co.

• Decision Date: 16 November 1905
• Citation: 105 N.W. 338,129 Iowa 16
• Parties: ANNA L. WILSON v. WYOMING CATTLE & INVESTMENT CO., ET AL., Appellant
• Court: Iowa Supreme Court

105 N.W. 338

129 Iowa 16

ANNA L. WILSON v. WYOMING CATTLE & INVESTMENT CO., ET AL., Appellant

Supreme Court of Iowa, Des Moines

November 16, 1905

Appeal from Polk District Court.--HON. HUGH BRENNAN, Judge.

ACTION to compel defendants to enter the transfer to plaintiff of certain certificates of stock in the Wyoming Cattle & Investment Company on the books of the company and to pay to her certain dividends. Decree was entered as prayed, from which defendants appeal.

Affirmed.

Read & Read, for appellants.

Ryan Ryan & Ryan, for appellee.

OPINION

LADD, J.

Prior to October 11, 1900, the plaintiff was owner of a house and lot in Des Moines estimated to be worth from $ 1,000 to $ 1,600. At the same time Mrs. Chapin was possessed of 10 shares of stock of the par value of $ 100 each in the Grand Avenue Savings Bank, of which defendant D. H. Kooker was president. The latter had recently participated in the organization of the Wyoming Cattle & Investment Company, in which he had acquired stock as compensation for land conveyed to it by him. The shares were of the par value of $ 200 each. Mrs. Chapin's bank stock was for sale. The plaintiff was tired of her property. Both had been listed for some time with a real estate broker, J. W. McClure. He ascertained that Kooker was anxious to get the stock off the market, and, by taking advantage of the situation, arranged a deal whereby on the day mentioned, Mrs. Chapin transferred her stock to the plaintiff for the house and lot, paying as the difference $ 600, and the latter exchanged the said stock to Kooker for stock in the Wyoming Cattle & Investment Company.

By mistake, as defendants contend, Kooker assigned ten shares in the cattle company, instead of five, and did not discover the mistake until nearly two years later, when plaintiff called at the bank to inquire concerning the prospect of dividends. He then asserted that a mistake had been made, and that she was entitled to but five shares of the stock. As the officers of the company declined to enter the transfer of more than five shares on its books, and refused to pay to plaintiff the dividends declared in 1903 and 1904 of 10 per cent. each, this action was brought to compel such transfer and payment. In this cross-petition Kooker prayed that the assignment of one of the certificates of five shares be decreed to have been by mistake, and that the same be restored to him.

The record has convinced us that Kooker, in assigning the stock in the cattle company, overlooked the fact that the shares were of the par value of $ 200, instead of $ 100 each. This appears from his testimony and the circumstances that, while the bank stock was actually worth but 60 or 70 cents on the dollar, the cattle company stock was selling at par. This alone, however, is not enough to justify the relief prayed by him. It must also appear that the mistake was shared by plaintiff, or that she upon receiving the stock knew of Kooker's mistake. The business in plaintiff's behalf was transacted by her husband. A few days previous to October 10th he ascertained from McClure that Mrs. Chapin would exchange her bank stock for his wife's property, and on that day called upon Kooker to learn its value. Though he then obtained no information, he understood from his wife that it had no market value. Later he ascertained from McClure that an arrangement might be made with Kooker to issue stock in the Wyoming Cattle & Investment Company in exchange for the bank stock. This,...