Harris v. Stewart
Harris v. Stewart
Opinion of the Court
The plaintiff brought this action to rescind a purchase of the capital stock of a drug company, known as the Raven Drug Company, in Seattle, and to recover from the defendant Stewart the money paid by plaintiff for the stock of that company. The plaintiff seeks to recover upon the ground that Mr. Stewart was a large owner of the stock
He argues that the judgment should be reversed upon disputed questions of fact wholly. It appears that the plaintiff had been in the drug business in the state of Montana for several years prior to the year 1909. In that year he sold his Montana business and came to Seattle. In August he called upon Mr. Stewart and was introduced by plaintiff’s brother, who was then in the employ of the Stewart & Holmes Drug Company. Mr. Stewart was the president of the Stewart & Holmes Drug Company, which did a large wholesale drug business. Plaintiff had had some dealing with the Stewart & Holmes Drug Company prior to the time he came to Seattle. Soon after plaintiff arrived in Seattle, he sought employment as a traveling salesman from the Stewart & Holmes Drug Company. Mr. Stewart did not employ the plaintiff, but suggested that he go into business in Seattle, and suggested that he purchase an interest in the Raven Drug Company. The stock of that company was all held in the name of H. S. Elwood, but was owned by Elwood who owned one half thereof in his own- right, and Mr. Stewart who owned a quarter of the stock, and by Mr. Hoge who owned the other quarter. Mr. Stewart did not disclose his interest in the stock, but agreed to arrange a meeting between plaintiff and Mr. Elwood, which was done. Plaintiff thereupon entered into negotiations with Mr. Elwood, which resulted in the purchase by the plaintiff of one-half of the capital stock of the
There are at least three grounds any one of which is sufficient to sustain the conclusion of the trial court: (1) The plaintiff failed to show that there were any confidential relations existing between him and the defendant Stewart. (2) Even if there were such relations, the plaintiff did not .rely thereon, but made an independent investigation of the property he bought, learned its value, and the debts. existing against it, and purchased with the full knowledge of the condition thereof; he was experienced in the business and purchased not upon representations of the defendant Stewart but upon his own knowledge and judgment. And (3) after the plaintiff learned of defendant’s interest — if such interest was material — and after he had been in actual possession for a period of two or three months and knew all about the business, he made no complaint and did not offer to rescind the contract on that account. It was his duty upon discovering the facts to at once announce his intention to rescind. Eld
Crow, C. J., Parker, Gose, and Chadwick, JJ., concur.
Reference
- Full Case Name
- R. E. Harris v. Alexander B. Stewart
- Status
- Published
- Syllabus
- Corporation s — Stock—Sale—Rescission fob Fraud — Evidence— Sufficiency. The purchaser of stock in a drug corporation, upon the recommendation of the defendant, who was the undisclosed owner of the stock, cannot be rescinded for fraud, where it appears that no confidential relations existed between the parties, the purchaser was experienced in the business, made his own investigation of the stock and learned its value and the amount of the debts against it, and purchased with full knowledge thereof; and did not promptly offer to rescind when he learned of the vendor’s interest in the stock.