Rafferty v. Donnelly

Opinion by Mb. Justice Bbown, Appellant’s history of the case is a flagrant violation of our rules. It teems with extracts from the testimony and is argumentative. It covers twenty-one pages. Two would have been more than sufficient for “ a closely condensed statement of all the facts of which a knowledge ” was necessary. We might very properly have imposed the penalty for this dereliction, but withheld it, that the appellant might be fully heard and no injustice done him. We regret to be compelled to call attention to this, and hope what we have said will be' received as an admonition that disregard of the plain rules relating to the preparation of paper-books may force us to the imposition of their penalties. The appellant filed his bill as an individual against individuals, praying for a decree that they pay to him his proportionate share of certain moneys which he alleged they had illegally taken as salaries from the treasury of the McClure Coke Company. At the time the money was taken from the treasury of the company, he was one of its stockholders. At. the time he filed his bill, he was not. He had sold his stock nearly eighteen months before. His allegation is that he parted with it in ignorance of the appellees’ impairment of the assets of the company, as they had concealed their conduct from him, and that after he had sold his stock, upon discovery of what they had done, he demanded “ that they should make good to him his proportionate share of the moneys fraudulently abstracted by them as aforesaid, from the treasury of said company.” The appellees deny that they had concealed their conduct from him, and aver he knew that they had voted themselves the increase of salaries shortly after they had done so. If the ap [429] pellant did not part with his stock in ignorance of the conduct of the appellees, of which he coinplains, and sold it, knowing what they had done, his bill was properly dismissed. At no time did any of the moneys of the McClure Coke Company belong to him, and, even if the appellees had improperly taken it from the treasury, the appellant, though a stockholder, could not have sued for the recovery of what he might have considered was his proportionate share of the sum so taken. He might have instituted, or compelled the institution of, proper proceedings for its return to the treasury, where it would again have become an asset of the company and preserved the real value of his stock, but this was all he could do. He could simply have compelled restoration of the value to his stock which had been taken from it by the officers’ improper appropriation of the company’s moneys. In the present proceeding, as an individual, he seeks redress from the appellees, as individuals, for an alleged wrong resulting to him from their misconduct. If they did directly wrong him in his estate by fraudulently impairing its value, and, by their concealment of their misconduct, he parted with his property for less than it was really worth, he would, upon proper averments and proofs, be entitled to relief. He did aver, but, according to the referee’s intelligent findings, after a careful and patient consideration of all the testimony, failed to sustain his averment, that the appellees concealed from him their illegal appropriation of the moneys, and kept him in ignorance of the same until after he sold his stock. These findings were the end of his case. The court below refused to disturb them, and we are convinced they ought not to be interfered with. It is trae the receipt given by Rafferty to Snyder contains the following: “ It is, however, understood and agreed, that this receipt shall in no way prejudice or impair the right of myself, Gr. T. Raffeiiy, to compel Charles Donnelly and B. H. Ruby to account to me for any salaries illegally drawn by them from the McClure Coke Company.” But these were idle words. Rafferty had no right to any of the money taken by Donnelly and Ruby which could be prejudiced or impaired. The money, if improperly taken from the treasury, belonged to the company, and the only right he had, we repeat, was to compel action for its return to the treasury, and even this right, which was inci- - [430] dent to the stock, passed with the transfer of it to Snyder. No useful purpose can be served by saying more. In a well-considered report by the referee he recommended the decree made by the court below, which is now affirmed, and the appeal dismissed at the costs of the appellant.