Hedges v. Wear
Hedges v. Wear
Opinion of the Court
delivered the opinion of the court.
This is a suit in equity. The petition alleges in substance that a joint-stock company was formed for the purpose of purchasing certain printing material and the establishing of a newspaper at Poplar Bluff, Missouri, called the Renovator; that the capital stock of the company was divided into nine shares ; that such subsequent transfers of shares were made that the plaintiffs became the owners of four of the shares, and the defendant, originally the owner of one and one-half shares, purchased the other three and one-half shares for the purpose of defrauding the plaintiffs out of their just rights, title, and interest in the property and enterprise ; that he openly denies and refuses to recognize their rights, interest, and title, and refuses to permit them to have any voice or action in the management or control of the property, but has designedly and fraudulently approjxriated the same to his sole and exclusive use; and that he has refused to permit them to examine the books of account and the subscription list of the company, etc.
The petition prayed for a temporary injunction, commanding and requiring the defendant to cease the publication and management of said newspaper ; for the appointment of a receiver to take charge of said property pending the litigation; for a dissolution of the said joint-stock company, a sale of its property, and an equitable distribution of the proceeds thereof, and for general relief.
Upon this petition an interlocutory decree was entered, granting an injunction restraining the defendant from the further publication of the said newspaper, from the further use of the said printing materials, and from the collection of any bills due the said news
Some time afterwards the defendant filed an answer, which consisted, first, of a general denial of all matters not subsequently admitted; and which then charged that the object of the plaintiffs in bringing this suit was the suppression of the newspaper called the Renovator, which was the rival of a newspaper owned by the plaintiffs, called the Citizen, published also at Poplar Bluff; admitted that, at the date of the institution of the suit, the defendant was the owner of five-ninths of the property described in the petition and that plaintiffs controlled the other four-ninths; recited the proceedings by which the continuance of the business in his hands was enjoined, and the property taken out of his hands by the court’s receiver; alleged that, subsequently, the property, while in the hands of the receiver, was destroyed by fire and became a total loss ; set up that he furnished all the labor and paid all the expenses of running the paper; claimed damages for the destruction of the business by the injunction ; stated certain conclusions of law as to the manner in which the damages should be apportioned between him and the plaintiffs; and wound up by praying that the injunction be dissolved, that an account be taken between the plaintiffs and the defendant on the basis of their having a four-ninths and he a five-ninths interest in the property and business, and that the damages -which have accrued from the destruction of the property and business, in consequence of the plaintiffs ’ suit, be ascertained, and then apportioned on the same basis, and for general relief.
Afterwards there was a change of venue to the Circuit court of the city of St. Louis, and upon a final hearing, that court dissolved the injunction and dismissed the bill, from which decree the plaintiffs prosecute this appeal.
The substantial facts are not at all in dispute. It appears that, on the first day of March, 1884, the defendant
“John Gr. Wear...................... $150 00
Henry Turner........................ 100 00
Gr. A. Standard..................... 100 00
H. E. Johnson ..................... 100 00
Chas. Campbell...................... 300 00
Josiah Harper....................,.... 100 00
R. E. Scott......................... 50 00”
It appears that, in pursuance of this agreement, the printing-press and materials therein described, were purchased, and the newspaper, called the Renovator, established at Poplar Bluff, with Campbell as editor. It would seem that substantially all the amounts subscribed by each of the undertakers were paid in, the money being paid to Campbell, who managed the purchase. No further proceedings looking to the formation of a joint-stock company were ever undertaken; no articles of association were ever drawn up ; no certificates of shares were ever issued; nor, so far as appears, was any distinct parol agreement of partnership ever entered into.
No sooner had the newspaper been established, than a sharp rivalry sprang up between it and the Citizen, which was being published by the plaintiffs at Poplar Bluff. The evidence leaves no room for doubt that the plaintiffs laid plans to get possession of a majority of the shares of the new paper, not for the purpose of cooperating in the business as partners, but for the purpose of suppressing and destroying it as a business rival. To this end they, very soon after the establishment of the new enterprise, succeeded in buying out
“ For and in consideration of three hundred dollars, the receipt of which is hereby acknowledged, I have this day sold to Hedges, Batterton & Company, my undivided one-third interest in the newspaper known as the Poplar Bluff Renovator, including one Washington handpress (eight column), one plow ioaper-eutter nearly new, one Cincinnati Wells job printing-press, about eighteen by twenty-four inches, one A. N. Kellogg jobber, small, one Mustang mailer, between four hundred and five hundred pounds brevier, about two hundred pounds long primer, about seventy-five pounds agate, about sixty fonts job type, metal and wood, about ten or twelve galleys, three imposing stones, half-dozen composing sticks, one cabinet mated furniture, two sets column rules for five column quarto and eight column folio, one pair eight column chases, and all stands, racks, and other material belonging to said office, of whatsoever nature, belonging to said Renovator office, and now located on west side square, Poplar Bluff, Missouri. And furthermore I do hereby guarantee that I own, free from all incumbrances, the three-ninths interest here conveyed, and guarantee the same to be free from incumbrance whatsoever. In witness whereof I hereunto set my hand and seal, this twentieth day of March, 1884.
“Charles Campbell.”
The evidence also tends to show that it was a part of Campbell’s undertaking with the plaintiffs that he would procure for them the share of Johnson, thus giving them five shares and the control of the new enterprise. This
When the plaintiffs had thus acquired a four-ninths interest in the property, and had discovered that they could not get any further interest in it, one of them went to the defendant and informed him that the plaintiffs had an interest in the property; that they Avould like to know what the concern was doing — would like to look at the books. The defendant, according to the testimony of one of the plaintiffs, refused not only to show them the books, but to recognize that they had any interest in the property.
According to his own testimony, he merely refused to admit them to the status of partners in the affairs of the paper, and refused to show them the books, but did not deny their joint ownership of the material. Thereupon they brought the present action. It should also be stated that the evidence shows that, as alleged in the answer, while the materials were in the hands of the receiver appointed by the court, a fire broke out in the town of Poplar Bluff, destroying a portion of the town, and entirely consuming these materials.
The judgment of the circuit court will be affirmed. It is so ordered.
Case-law data current through December 31, 2025. Source: CourtListener bulk data.