Funck v. Farmers Elevator Co.

121 N.W. 53, 142 Iowa 621

• Court: Supreme Court of Iowa
• Decided: May 14, 1909
• Status: Published

Opinions

Evans, C. J.

The plaintiff brought two actions against the defendant company; the one sought a writ to compel a transfer upon the books -of the company of stock owned by the plaintiff, and the other sought an order to compel the defendant to permit the plaintiff to examine the books. By agreement of parties the two actions were consolidated and tried together on the equity side of the court. The trial court, by written opinion filed, found that the plaintiff was “a malicious meddler,” and that he purchased his stock, and sought membership in the defendant corporation, for the purpose of betraying it to its competitors. The trial court, therefore, refused an order permitting him to examine the books of the company, but held that he was entitled to a transfer of his stock upon -the books of the company as a matter of absolute right, and it entered judgment accordingly. Erom this judgment the defendant has appealed.

1. Conspiracy: evidence. The defendant is a corporation for pecuniary profit, organized in the ordinary way. Its principal place of business is Gowrie, Iowa. The general plan of its promoters was that its stock should be owned and controlled by the resident farmers, to wdion* it looked for its patrons and customers. The general scope of its business is to' buy and sell farm produce and-lumber and coal. It appears from the testimony with reasonable certainty that an organized system of “boycott” has been applied to the defendant for several years by so-called “regular” dealers. These “regular” dealers are organized into associations. It is a part of the course of conduct of some of these associations, through their officers, to ascertain what wholesale and jobbing and commission houses do business with the defendant and other like corporations. Eor that purpose a system of espionage on their business has been adopted. When the name of a jobbing or wholesale house is discovered which does business with the defendant, some form of coercion is resorted to, to cause them to desist. The re-suit is that, in order to do business at all, the defendant is compelled to keep secret the names of the persons with whom it deals at jobbing and wholesale centers. Much of the time it is unable to buy the supplies needed fox its trade, solely because of such “boycott.” At the time of the trial there were only two sources available to it from which it could obtain lumber, and it was able to maintain these sources only by keeping the names of its sources secret. In order to prevent the ascertainment of the names of persons from whom it buys shipments, and to whom it sells shipment^, it has had to adopt a system of initials and reconsignments. Every time that it loads a car of grain for shipment, its competitors take the number of the car and the initials thereof. Several letters are contained in the record which have been written by officers and members of these associations, which strongly confirm the claim of the defendant as to the alleged boycott. We think it may fairly be said from this evidence that the parties engaged in such boycott are guilty of an unlawful conspiracy to destroy the business of the defendant, or else to coerce it into maintaining an approved scale of prices.

The plaintiff is .a young man, twenty-six years of age, without a habitation, and without an occupation. He is not a farmer. Prior to the purchase of the stock in question he never had any acquaintance about the town of Gowrie. He employed one Woodward, to purchase four shares of stock for him. These were obtained for $50. Twenty dollars was paid as a commission to Woodward. Immediately upon the purchase of the stock the plaintiff demanded an investigation of the books, and, this being refused, he brought suits, as before stated. The plaintiff was examined at the trial below at great length by the defendant’s counsel. It would extend this opinion to too great length to set out the testimony in detail. It is sufficient to say that it leaves no doubt in our minds but that the plaintiff was and is acting in behalf of the persons guilty of the boycott, and in furtherance of the conspiracy in which they are engaged against the defendant.

2. Same: corporations: transfer of stock: motive of purchaser. The question that confronts us is, Is he entitled to the aid of this court to any extent in carrying out the unholy purpose ? It is undoubtedly true that the mere motive of the purchaser of corporation stock will not ordinarily be inquired into, nor be deemed material by the court in a proceeding to order the transfer of stock on the books of the company. Carson v. Iowa City Gas Company, 80 Iowa, 638. To our minds this case presents something more than the mere motive of the plaintiff. The evidence discloses an active conspiracy, which it would be the duty of the court to enjoin if proper jurisdiction could be acquired. Can a court consistently enjoin and punish a conspiracy with one hand, and aid and abet it with the other? It is true that the plaintiff asks nothing in this case that is of itself illegal. If this transaction stood alone, the plaintiff would have the absolute right to the relief demanded, as held by the trial court. But must the court aid a conspiracy to its final goal simply because it travels this part of the way over a legal highway? We think not. In the light of the evidence the plaintiff does not stand before the court as a mere purchaser of stock in the defendant company, but as a conspirator, or a puppet of conspirators, working in conjunction with many others by unlawful means toward an unlawful end. A conspiracy usually, often necessarily, involves in its details many lawful acts; that is to say, acts which in themselves would be lawful. They are none the less unlawful as parts of the plan of conspiracy. It is our conclusion, therefore, that the plaintiff is entitled to no aid from a court of equity, and that the relief prayed for should be refused.

We may observe at this point that the court is not in full agreement upon this proposition. After a careful consideration and discussion of the question involved we find ourselves in final disagreement, and a dissenting opinion is filed herewith. In view of the adverse opinion of the minority it is desirable that consideration be given herein to the authorities in other jurisdictions. The dissenting opinion assumes that the case involves the question only of the motive of the plaintiff as purchaser of the stock, and nothing more. If this is a correct assumption, we find no fault with the resulting argument. To the general proposition that a court will not inquire into the mere motives of a litigant where they form no element of the ease, the majority takes no exception. If there is no difference between a case involving a mere unworthy motive and a case involving actual aid to the purposes of an existing conspiracy, then the majority has misconceived the controlling question in the ease. In a legal sense a conspiracy is something more than mere, motive, although motive is an essential part of it. So far as applied to this case it is defined by our statute as follows (Code, section 5059); “If any two or more persons conspire or confederate together with a fraudulent or malicious intent wrongfully to injure the person, character1, business, property or rights in property of another . . . they are guilty of a conspiracy, and every such offender and every person who is convicted of a conspiracy at common law shall be imprisoned,” etc. At common law conspiracy to injure a person’s trade or business was an indictable offense. See 8 Cyc. 637, and authorities cited. Likewise a conspiracy to boycott, namely, “a confederation, generally secret, of many persons, whose intent is to injure another by preventing any and all persons from doing business with him through fear of incurring the displeasure, persocution, and vengeance of the conspirators. The character of agreement included in the term defined [boycott] is highly unlawful, and is an indictable conspiracy.” 8 Cyc. 639, and authorities cited. State v. Glidden, 55 Conn. 46 (8 Atl. 890, 3 Am. St. Rep. 23); State v. Stuart, 59 Vt. 273 (9 Atl. 559, 59 Am. Rep. 710); Crumps Case, 84 Va. 927 (6 S. E. 620, 10 Am. St. Rep. 895).

For the purpose of the case at bar it matters none whether the plaintiff be deemed a conspirator in a strictly criminal sense, or a mere puppet, put forward by conspirators to act under their direction. The dissenting opinion assumes that the defendant’s answer alleges nothing more than wrongful motive on the part of plaintiff. But its answer is quite as comprehensive and explicit as the answer in Gould v. Head (C. C.) 41 Fed. 240. In the cited case it was held that the answer presented a complete defense. The defense presented the identical question involved here. It was decided by the court upon demurrer to the answer. We quote the following from the opinion:

I am of the opinion that the last matter ' of defense pleaded in the answer contains matters of substance which ought to be investigated before the court should order a certificate to be issued in the name of the complainant as prayed for. If he has paid no value for the possession of the stock claimed by him, and he is lending himself to a conspiracy to enable the parties named to hold and control the properties of Phoenix Cattle Company with the view of wrecking it, and thereby diminishing to that extent the value of respondent’s stock in the American Cattle Trust, the plaintiff should have no standing in a court of equity to assist him .to a position the better to accomplish the contemplated wrong. If he is an innocent purchaser for value and in good faith, he can show it; and, if his claim is merely simulated, and he has acquired possession, as the agent and instrument of the trust company, to enable them to perpetrate a fraud or wrong upon the rights of the respondent as a stockholder, it seems to me that this court ought not to compel the respondent, as president of the Phoenix Cattle Company, to execute to him a new certificate of stock, but the court should leave him where his owu wrong has placed him.

The general state of the law on this question is set forth succinctly in Helliwell on Stock and Stockholders (section 165) as follows:

The duties of a transfer clerk are purely ministerial, so far as they pertain to the transfer of stock, and he has no authority to inquire into the motive of a transfer. This question has arisen perhaps most frequently where stock has been transferred for the purpose of conferring the voting power on the transferee. Where in such ease the transfer has been shown to be bona fide, it has been sustained, although evidently made for the purpose of securing to the transferee and his friends control of the corporation; no intent to oppress the minority stockholders appearing. Where, however, the party seeking a transfer of stock has paid nothing therefor, and is seeking the stock in furtherance of a conspiracy to wreck the company, a court of equity will not assist him in the accomplishment of the proposed wrong. So, also, cases may arise in which the primary object of holding stock is the enjoyment of certain privileges, conferred by the corporate charter upon the members. Where this is the case, it has been held that the corporation may refuse to register a nominal transfer.

The question under consideration was involved in the English case of Forrest v. Railway Company, 4 De Gex, F. & J. 126. We quote therefrom: “To use a familiar expression, plaintiff is the puppet of that company. . . . But can I permit a man who is the puppet of another company to represent the shareholders of the company against whom he desires to establish the interests and benefits of a rival scheme? ... I treat this suit as an imposition on the court. ... I dismiss it accordingly, and affirm the order that has been made, though on a different ground.”

Many authorities hold that a person purchasing stock for the purpose of bringing a suit is not favored by the courts. Kingman v. Railway Co., 30 Hun (N. Y.) 73; Hawes v. Oakland, 104 U. S. 461 (26 L. Ed. 827); Robson v. Dodds, 8 L. R. Eq. Cases, 301; 3 Cook on Corporations, section 736, and cases cited thereunder.

It will be noted, by an examination of the cases cited in the dissenting opinion, that none of them deal with the question of conspiracy, and some of them expressly recognize the distinction which is contended for here, but which is ignored in the dissenting opinion.

Referring to Rice v. Rockefeller, 134 N. Y. 174 (31 N. E. 907, 17 L. R. A. 237, 30 Am. St. Rep. 658), which is cited in the dissenting opinion as the most decisive case, it will be noted that no defense of conspiracy was pleaded. Nor is the opinion in that case inconsistent with the views herein announced. On the contrary, it recognizes the rule laid down in some of the authorities cited herein. We quote from page 910: “The party seeking relief must come into court with clean hands, as such maxim is understood in its application to that relation. If, for instance, he appears there under false colors, his complaint may for that reason, be dismissed. Such was the case of Forrest v. Railway Company, 4 De Gex, F. & J. 126. There a party filéd his bill, in behalf of himself and all other shareholders of the defendant company, to restrain it from running its vessels, etc. It appeared at the trial that he was also a shareholder in a rival company; that by its direction he instituted suit, and by it was indemnified against costs. The bill was dismissed,” etc.

Referring to Senn v. Union Premium Co., 115 Mo. App. 685 (92 S. W. 507), the question of a conspiracy was not involved in this case. But the opinion therein is instructive, and it recognizes the distinction between the case therein made and cases involving conspiracy. We quote a few excerpts therefrom to this effect. After stating the general proposition- that the assignee of stock is entitled to a transfer of it upon the books of the company as a matter of right, it proceeds:

Brit this relief' is not technical nor absolute, and circumstances occasionally surround an assignment of corporate stock which induce courts of. equity, in the exercise of a conscientious discretion, to refuse to recognize the assignee as a shareholder, and entitled to all the rights pertaining to that status, and even to withhold a decree against the corporation commanding that the stock, be registered in his name. 2 Townsend on Corporations, section 2431. Where stock has been transferred to a person to enable him, as a mere puppet of the transferror, to institute and carry on litigation for the latter’s benefit, or to wreak his spite, a court of equity will not tolerate the litigation; and it seems likely would decline to decree a transfer of the shares on the company’s books. . . . An examination of the cases dealing with this subject will show that, for the assignee to be denied recognition of his full rights as a shareholder, it must be shown that he is acting in behalf of another. If he is acting in his own behalf, he is accorded recognition, though his motive may be unworthy. . . . In Gould v. Head it was held to be a good defense to a bill to compel the registration of shares that the shares were acquired by the complainant without any consideration, for the purpose of enabling the complainant to participate in a conspiracy, formed by third parties, to get control of the company for the purpose of wrecking it, and thereby diminishing the value of shares in another company with which the company to be wrecked was affiliated in business. The decision was put on the ground that the defense as pleaded showed the complainant was the agent and instrument of conspiring third parties. . . . To defeat the right in a given case it ought to be shown that the pretended owner of the shares is not their real owner, or clearly shown, at least, that he is seeking the transfer for a purpose whose accomplishment is possible, and which is so iniquitous that a. court of equity ‘ will decline to aid it. We have found no instance wherein the court refused to compel a transfer, when a petitioner actually owned the stock, on the ground that his object was bad, except when the object was to institute litigation for the benefit of third parties, etc. .. . In the other cases we have cited, wherein complainants were denied relief because suits had been instituted at the instigation of third parties, the complainants held the shares in their own names, and it was litigation begun by them as shareholders that the courts held would not lie, because the suits were brought to redress no grievance of the complainants, but to assist an unworthy purpose of their confederates. Still we apprehend that stock might be acquired for some purpose so unconscionable that equity would refuse to compel a transfer, though no litigation was contemplated.

It will be seen, therefore, from the foregoing excerpts that the cited case is in no sense inconsistent with the majority holding in the case at bar. To the view of the majority many of the cases cited in the dissenting opinion are quite beside the real question involved, and are not fairly applicable to the discussion, either in fact or argument. This remark is specially applicable to the following cited cases: State v. Smith, 48 Vt. 266; Helm v. Swiggett, 12 Ind. 194; In re Klaus, 67 Wis. 401 (29 N. W. 582).

3. Same: mandamus: relief on refusal of writ. It is suggested in the argument of appellee that, if the relief prayed for be refused him, he should be allowed to take judgment upon defendant’s tender to pay the value of the stock. The plaintiff has never needed the aid of the court to accept this tender. He holds the certificates of stock, and has never offered to surrender the same, nor does he make such offer now. The grounds upon which we deny relief to plaintiff are as applicable to one form of relief as to the other. He has been able to proceed so far toward his objective without the aid of the court. He now calls for judicial furtherance. He can not obtain it. We can only leave him where we find him. We impose no command upon him, nor interpose any obstacle to his acceptance of the offer of the company.

4.Mandamus: nature of remedy: equitable relief. II. There is some controversy between counsel as to whether an action of mandamus will lie for the purpose of ordering a transfer of stock. The authorities are in much conflict on that question. For a collation ox cases pro and con, see Uook on Corporations, sections 386, 390-392, Y36, with notes and citations. The weight of authority seems to favor a proceeding in equity, rather than mandamus, for that purpose. In this State the action of mandamus is purely statutory, and it has become farther and farther removed from the historic action. By recent enactment of the Legislature it is now triable as an equitable action, and this case is now pending on the equity side of. the court. Inasmuch, therefore, as an action of mandamus is on the equity side in any event, the question discussed is without much practical importance. If the facts of a given case require the exercise of the more general jurisdiction of a .court of equity in order to do justice to the parties, we see no reason why such general jurisdiction might not now be conferred by mere amendment of the pleadings. On the other hand, we see no reason why the mere form of the action should require a court of equity to grant a writ of mandamus if upon the merits it would refuse equitable relief for a like purpose. On either theory the plaintiff is in a court of equity, and must show clean hands even to obtain a writ of mandamus.

The plaintiff’s case must be dismissed, and the judgment below will be reversed.