Hilliard v. Allegheny Geometrical Wood Carving Co.
Hilliard v. Allegheny Geometrical Wood Carving Co.
Opinion of the Court
The facts of this case, as they were correctly found by the learned master from an impartial review of all the testimony, as well as his conclusions of law, are fully set forth in his clear and satisfactory report approved by the court below, and need not be repeated here.
His findings of fact, as to the plaintiffs’ laches and acts of ratification, and the legal conclusions properly drawn therefrom, completely eliminate from the case all questions of fraud or misrepresentation. He correctly held that it was the duty oi the plaintiffs, after they had knowledge of the alleged fraudulent acts and misrepresentations, to promptly rescind or offer to rescind the contract; that they could not await the outcome of the business and, after it proved unfavorable, avail themselves of the alleged fraud. He also specifically held that the mere delay, for over a year and a half after the plaintiff Hilliard was practically in possession of the facts, would operate as an affirmance of the contract. In this conclusion he is supported by the authorities, among which are: Leaming v. Wise, 73 Pa. 173; Morgan v. McKee, 77 Pa. 228; Howard v. Turner, 155 Pa. 349. But, as clearly shown by the master, there was not only unreasonable delay in even offering to rescind, but there was also a course of action showing positive affirmance or ratification of the contract.
In any view that can be reasonably taken of the case, it was rightly decided. We find nothing in the record that calls for extended comment.
Decree affirmed and appeal dismissed with costs to be paid by the plaintiffs.
Reference
- Full Case Name
- W. H. R. Hilliard and Delia R. Carr v. The Allegheny Geometrical Wood Carving Company, a Corporation, etc., Dr. C. L. Goehring, H. A. Spangler, Louis Marchand, William Trohe, F. D. Eschelman, W. H. Graham and F. C. Kirschler
- Cited By
- 13 cases
- Status
- Published
- Syllabus
- Corporation — Stockholder—Fraud—Laches. A stockholder who is the secretary of a corporation and who, through possession of the minute book, and from other sources, has full and complete knowledge of the organization of the company, and the details of its business, cannot, after the delay of a year and a half, and after the company has become insolvent, set up as a ground for a claim against the officers of the company who sold him his stock, that he was induced to buy it by false and fraudulent misrepresentations upon their part, and that the company had been fraudulently organized, inasmuch as the ten per cent in cash required by the act had not in reality been paid in.