Hart v. Mt. Pleasant Park Stock Co.

Kjnne, J. 2 I. We shall not attempt to discuss, much less determine, the many questions argued by counsel. To our minds, a consideration of two of the questions will be decisive of this case. Defendants insist that plaintiff has acquiesced in and ratified the acts of which he now complains. We cannot undertake to recite all of the very many facts which we think fully show that this claim is well founded. We may refer to a few of them. Plaintiff was one of the prime movers in the organization of both corporations, and he continued his interest therein, until it became apparent to him that he, and those acting with him, could no longer control the affairs of the two corporations. Until that time arrived, he had, as a member of the association, as a stockholder in the stock company, and as an officer, been present at most, if not all, of the meetings of the corporations, and had acquiesced in all that had been done. He drew the original contract, upon which he now bases his right to recover; he was present and presided at the meeting of the association when the part of that contract was eliminated, of which he now complains; and, though there is a conflict in the evidence, we incline to the opinion that the action of the body, in eliminating the parts of the contract upon which plaintiff now relies, was unanimous. Certain it is, he made no objection thereto. And being present, and not objecting, he ought not now to be heard to complain of what was done, True, he says he did object, [358] but tbe weight of the evidence is against him. He was more or less of the time an officer in both of these corporations; was for five years prior to 1890, president of the stock company; and was, as he testifies, a supporter of the association, in various ways, up to the very time of the trial of this case in the court below. He was present at a meeting of the stock company when a committee was appointed to confer with a like committee of the association touching the transfer of the park to the latter; also at a meeting when the officers reported their action in executing the trust deed. After the terms and conditions of the deal had been arranged, whereby the title to the park was to be transferred to the association, and to be •charged with all debts, and it was to give its notes for outstanding stock, to be secured by the land, and it was sought to get stockholders to donate the stock to the association, plaintiff donated ten shares. Indeed, he was the first man to make a donation, and thus attempt to further the carrying out of an arrangement, which he now claims deprived him of substantial rights which he formerly possessed. He claims that a condition was attached to this donation, but the weight of the evidence is to the contrary. He donated money, only the summer before this case was tried, to pay a debt of the association. He was present when, by a unanimous vote, the trust deed was approved. From these and many other facts, it seems clear that plaintiff acquiesced in what was done, and of which he now complains, and, as to some matters now complained of, he lent his active approval. His action has been such that he has no just cause for complaint. [358] II. If we should be in error as to our view of the testimony, and consequently as to the conclusions reached above, there is still another reason why plaintiff is not entitled to the relief asked: According to his claim, he was to have the amount paid for his [359] stock, with interest thereon, and a lien or claim upon the land to secure said sums. Now, we find that the association never authorized or ratified the making of a contract empowering the stock company to, in any event, sell the land, and pay the amount paid for stock, with interest thereon. He was one of the men authorized to draw that contract. He knew the measure of his authority. He exceeded it, and, unless it was ratified thereafter by the association, he is in no position to claim the benefit of provisions therein, which he was not authorized to make. Now, the association, just as soon as the fact was brought to its notice that the contract provided for the sale of' the property and the repayment to stockholders of the amount they had paid for the stock, with interest thereon, repudiated these provisions. Having, as the agent of the association, wrongfully inserted such provisions in the contract, he cannot be heard to insist upon a right of recovery based thereon. Now, how were his rights impaired by the subsequent action of the stock company in deeding the land to the association? He, theretofore, had his stock, and the amount paid for it was a charge upon the land. By the new arrangement he had his stock, and it still remained a charge upon the land. He might, it is true, take the notes of the association, for which the land stood as security, for the amount he had paid for his stock, or he might surrender his stock to the stock company, and by it settle with the association; but, in any event, for the amount he had paid for his stock, he was at all times secured by the land, and in either case, his security was preserved to him unimpaired. Besides, when he bought his stock, the land which stood as security for his investment, was worth only two thousand eight hundred dollars, while now,.according to his own evidence, it is worth fifteen thousand dollars. Irrespective of his right to bring this suit, — a question [360] we have not considered, — it is impossible to discover how any substantial right he possessed in the first place, has been impaired by the subsequent acts of the corporations, of which he now complains. The terms and conditions upon which the land was deeded to the accociation, amply protect every interest he has, and there is no occasion for taking this property out of the hands of the owners, in the absence of any showing that they are doing anything to injuriously affect plaintiff’s rights, or to impair his security. The decree below is aeeirmed.