Lafean v. American Caramel Co.
Lafean v. American Caramel Co.
Opinion of the Court
Opinion by
The American Caramel Company and the Rodda Candy Company are Pennsylvania corporations, the latter located at Lancaster and the former at Lancaster and York. In 1914 the plaintiffs were officers of the Caramel Company, Daniel F. Lafean being its president and general manager and his son, Stuart B. Lafean, its secretary and treasurer. During the summer of that year parties interested in the Caramel Company discussed the advisability of its buying the stock of the Rodda Company,
At the annual meeting of the Caramel Company in March, 1915, C. R. Weedan, one of the directors, secured control of the company and his own election as president
Lafean and his son filed their bill in this case, soon after their discharge, setting out a history of the transaction, averring fraud, collusion, etc., and praying for a specific performance of the employment contracts, an accounting, general relief, etc. Defendant demurred to the bill and, on that being overruled, filed an answer and later a cross-bill charging fraud against Lafean and his son, the former in making secret and unlawful profits in securing the Rodda Company stock and the latter in the misappropriation of funds received by him as treasurer of the Caramel Company. A responsive answer was filed to the cross-bill and replications having been filed to the respective answers, the case went to trial and a large- amount of testimony was submitted. The chancellor found all the material facts in favor of the plaintiffs in the original bill and against the plaintiff in the cross-bill. Through the death of one of defendant’s counsel, and the election of another to the Superior Court, the final adjudication of the case was long delayed. Meantime, the terms of the so-called employment contracts had expired and practically all other questions, except that of fraud, breach of contract and money damages resulting therefrom, had dropped out of the case. The chancellor found in effect that Lafean and his son had acted throughout honestly and in good faith, and
An examination of the record, including the ninety-five assignments of error, has failed to disclose cause for reversal. The value of the debenture bonds depended upon the efficiency of the management of the Caramel Company, and those who owned and controlled the Rodda Company stock and were about to exchange it for the bonds had the right to stipulate who- the manager should be and also for the employment contracts. The Caramel Company was not bound to accept the terms, but, having done so, it cannot retain the fruits of the bargain and repudiate the obligations.
The question of jurisdiction must be determined from the face of the bill (Adams’s App., 113 Pa. 449), and on conditions existing when it was filed. Here, sufficient appeared to warrant a chancellor in assuming jurisdiction, especially the averments of fraud and collusion and the apparent want of an adequate and convenient legal remedy: Wagner v. Fehr, 211 Pa. 435; Bierbower’s App., 107 Pa. 14. The right of the Lafeans to relief depended so largely upon the question of fraud that assumpsit would not seem to be an adequate remedy. Their rights grew out of the same fraudulent acts, in other words, sprang from the same common cause (Cumberland Valley Railroad Company’s App., 62 Pa. 218) and could be determined in a single suit in equity much
The matters here complained of are of the same nature and all grow out of the same transaction, between the same parties, and we are not convinced that the bill should have been dismissed as multifarious. The question of multifariousness is one of convenience and very much within the discretion of the court: See opinion of the late Judge Allison in the City of Philadelphia v. Trustees of the Gas Works, 12 W. N. C. 477, 484, and cases there cited.
To prevent a multitude of actions, equity, having assumed jurisdiction, will retain it and grant complete relief, although it ultimately results merely in a money decree: Holden v. Bernstein Mfg. Co., 232 Pa. 366; Allison and Evans’s App., 77 Pa. 221; Masson’s App., 70 Pa. 26; Appeals of Ahl, 129 Pa. 49; Head v. Meloney, 111 Pa. 99.
The resolution of December 10th was adopted by a majority vote, excluding that of Daniel F. Lafean, and the Caramel Company, having received the benefit thereof, is bound by it, although a formal contract was not thereafter executed with him: Sotter v. Coatesville B. Works, 257 Pa. 411. As the court below awards plaintiffs less than three years’ salary, the validity of the resolution extending the employment agreements to four years, and adopted February 4, 1915, on the deciding vote of Lafean, is not important; for if invalid it would not impair the former resolution.
As the terms fixed in the employment contracts have expired, the question as to whether specific performance thereof could have been decreed, under the unusual facts of this case, has become academic and need not be decided.
A chancellor’s findings of facts on conflicting evidence, approved by the court in banc, have the same weight as the verdict of a jury and cannot be set aside except for manifest error: Scranton v. Scranton Coal Co., 256 Pa. 322.
We have referred to the Caramel Company as the defendant, because the decree was entered only against it, although its president, general manager and treasurer were originally joined as defendants.
The decree is affirmed and the appeal is dismissed at the costs of appellant.
Reference
- Cited By
- 32 cases
- Status
- Published
- Syllabus
- Corporations — Purchase of stoclc of another compamy — Contract to employ manager — Resolution, when binding — Consideration. 1. Where a corporation purchases and receives the stock and plant of another company under an agreement which provided for the employment of the manager of the latter company and certain other persons for a period of years, it is bound by the contract of employment. 2. Where a corporation has by its board of directors resolved to employ its president for a period of years at a stated salary, under circumstances stated above, it is bound by the resolution, although a formal contract was not thereafter executed. Equity — Jurisdiction—Averments of bill — Existing conditions— Most convenient remedy — Fraud—Cross-bill—Curing defect of bill —Multifariousness—Discretion of court. 3. The question whether a court of equity has jurisdiction must be determined by the face of the bill, and on conditions existing when it was filed. 4. Where the rights of complainants in a bill in equity spring from the same common cause and can be determined in a single suit in equity much more conveniently than on the law side of the court, equity may assume jurisdiction because it is the most convenient remedy. 5. The filing of a cross-bill seeking affirmative relief founded on matters clearly of equitable cognizance, growing out of the subject-matter of the original bill, will cure a defect of jurisdiction under the original bill, and authorize the granting of relief to any party entitled thereto. 6. Where matters complained of in a bill in equity are of the same nature and all grow out of the same transaction, between the same parties, the bill should not be dismissed as multifarious. 7. The question of multifariousness is one of convenience, and very much within the discretion of the court. 8. To prevent a multitude of actions, equity, having assumed jurisdiction, will retain it and grant relief, although it ultimately results in a mere money decree. Equity — Findings of fact — Equity practice. 9. A chancellor’s findings of fact on conflicting evidence approved by the court in banc, have the same weight as the verdict of a jury and cannot be set aside except for manifest error.