Seitz v. Elite Laundry Co.

189 N.W. 589, 152 Minn. 469, 1922 Minn. LEXIS 576

• Court: Supreme Court of Minnesota
• Decided: June 30, 1922
• Docket: No. 22,955
• Status: Published

Opinion

Dibell, J.

Action by the plaintiff, a minority stockholder, to compel the defendant laundry company to declare a dividend and to require certain of the other defendants, officers of the corporation, to restore salaries received and claimed to be unreasonable and excessive. There were findings directing the payment of a 30 per cent special dividend, but giving no relief in the matter of salaries. Afterwards a fire occurred, insurance was received, and additional dividends were paid, the total approaching par value. The plaintiff appeals. No complaint is now made about dividends, and there is left for consideration only the question of salaries.

The general questions of law are involved in the case of the same plaintiff against the Union Brass & Metal Mnfg. Co. supra, page 460, and by referring to that case we avoid repetition.

In the original findings is a finding like the specific amended finding referred to in the Union Brass & Metal Mnfg. Company case, and a request for amended findings as in that case was denied.

The corporation was prosperous. The management was efficient and progressive. In 1919 and 1920 the profits were very large — unreasonably large if to be permanent. To the condition of the times some of the company’s success may be ascribed, but it is clear that there was rare good judgment and skill in increasing the business and in practicing economies and producing profits. Evidence given by those conversant with the value of the services rendered sustains a finding that the salaries were not unreasonable and excessive, and there is nothing in the plaintiff’s contention of excessiveness of salaries which survives the trial court’s adverse finding. A review of the evidence would be wasteful. We have considered it thoroughly.

Order affirmed.