Sawyer v. Dubuque Printing Co.

Given, C. J. I. We have carefully examined the exceptions of both parties to these findings, and the evidence upon which these findings are based. We think the findings are sustained by the evidence. Is the plaintiff entitled, upon these facts, to maintain this action ? Appellant does not contend that he could maintain it at law, but that because of the frauds alleged equity will grant him relief. Conceding this, the inquiry arises, has fraud been proven % We have already said that the finding of the referee that “the charge of fraud made by plaintiff is not sustained; that the sale and transfer of the property of the Democrat Company by the stockholders and officers of the company to the parties who 245 composed the printing company was made in good faith,” —is fully sustained by the evidence. The right to maintain the action depending upon whether the transaction was fraudulent, and, fraud not being proven, the district court properly disapproved the recommendation of the referee for judgment, and dismissed the case at the costs of the plaintiff. The financial condition of the Democrat Company was such as to call for prompt action on the part of its directors and stockholders. Its capital stock was without market value, and its assets largely such as only to be available under some special circumstances that would make it desirable. The standing and relation of the Dubuque Telegraph indicated that a consolidation of the two would be attended with success. The only indication of fraud is the fact that plaintiff was not notified of the meeting of January 7. It is not clear that this was intentional; yet, if it were, we think that this should not, under all the necessities and circumstances of the case, vitiate the transaction, which was otherwise honest and in good faith. Concurring in the finding of the referee that the charge of fraud is not sustained, and that the transaction was in good faith, it is unnecessary to consider the other questions made in the record. The judgment of the district court is Aeeirmed.