Hallenborg v. Cobre Grande Copper Co. - 200 U.S. 239 (1906)
U.S. Supreme Court
Hallenborg v. Cobre Grande Copper Co., 200 U.S. 239 (1905)
Hallenborg v. Cobre Grande Copper Company
Argued November 29, December 1, 1905
Decided January 8, 1906
200 U.S. 239
This was a minority stockholder's suit to set aside a contract made for the sale of a large block of stock of the corporation under an arrangement made by the respective owners thereof with the party making the sale who was also president of the corporation. The contract was ratified by a majority of the stockholders and by the directors, but against complainant's protests. It contained provisions for payments to the president for services. Complainant charged fraud, alleged a conspiracy between the president and the purchaser and asked for a receiver and an accounting. Other suits were brought in other courts in which similar charges were made. Held that:
On the record of this case, the charges of fraud were not sustained, and the complaint was not established.
Where the allegations in the suit in which fraud is alleged are held to be untrue, records of other suits in which like charges were made and sustained on ex parte statements cannot be regarded as evidence of the fraud.
This is a minority stockholder's suit. It was brought originally by Axel W. Hallenborg as owner of 8,617 shares of the Cobre Grande Copper Company, an Arizona corporation, and also as creditor of that corporation for advances to the amount of $50,005. The appellant Addicks owned 5,000 shares and was allowed to intervene at the trial, and adopted Hallenborg's complaint.
In November, 1898, defendant (appellee) Greene owned certain mining properties in Sonora, Mexico, and had an option on other properties. He gave an option on these properties to defendant Mitchell. It was provided in the option that $12,500 should be paid in cash, and $237,500, as follows: $37,500 on or before November 26, 1899; $100,000 on or before November 26, 1900; $100,000 on or before November 26, 1901.
In April, 1899, Greene, Mitchell, and other parties, under the laws of Arizona, organized the Cobre company. One hundred and ninety-nine thousand, nine hundred and ninety-five shares of the stock were turned over to Mitchell in consideration of his option from Greene, which option was assigned to the Cobre company, subject to Greene's rights. The Cobre company went into possession, and was in possession in September, 1899. In October of that year, controversies arose between Greene and the company over the option and the right to possession of the properties, and Greene entered into possession of them. Thereupon the company instituted suits in the courts of Mexico to gain possession of the properties, and also instituted a suit in the district court of Maricopa County, Arizona, to restrain the delivery to Greene of the deeds which were put in escrow under the contract with Mitchell, which had been assigned to the Cobre company. In the latter suit, an injunction was granted restraining Greene from demanding or receiving the deeds. A suit was also brought in New York and one in Texas to recover the product of the mines. In the suit in Arizona, the Cobre company alleged, among other things, in substance, all the facts set forth in paragraph three of the original complaint in the present suit, and prayed that Greene be required to account for the proceeds of the products of the mines and other property alleged to have been appropriated by him. Issue was joined by the defendants therein, the case tried, and a judgment entered dismissing the complaint. The judgment was not appealed from. At the time of the judgment, the plaintiffs were stockholders of the Cobre company.
While the litigation was pending, the stockholders of the Cobre company, or a majority of them, comprising stockholders to the number of 115,049 shares, entered into a pooling arrangement, whereby all of their stock was delivered to defendant Gage, with power to vote the same at all meetings of the stockholders. Subsequently Gage was granted the right to dispose of and sell the stock at his discretion. Several attempts were made by Gage to sell the stock at $2.50 a share, which
failed on account of the other contracting parties' not complying with their contracts. The plaintiff Hallenborg and John H. Costello opened negotiations with Gage for the stock at $2.50 a share. This also failed on account of objection by Costello to the contract which was drawn, although negotiations were kept up until December, 1900. Then Gage opened negotiations with Greene, who offered to buy the stock upon better terms than anybody else had offered. Gage consulted the directors, and they urged him to enter into a contract with Greene. The stock represented by Gage represented the entire stock of the company, including Hallenborg's 8,000 shares, except that owned by Greene and his associates, and about 6,500 shares owned by other parties. Gage entered into a contract with Greene, December 12, 1900, and it was ratified in its entirety by the directors and by a majority vote of the stockholders. Hallenborg was present by attorney at the meeting, and protested against the ratification. The contract was complied with by Greene, and he paid the full purchase price for the shares, and they were delivered to him and the Greene Copper Company. All of the stockholders accepted the money so paid except Hallenborg, who returned the money sent him and declined to be bound by the contract.
The court finds that the contract was made with Greene in good faith, with full knowledge and consent of the directors, and upon the advice of counsel of the Cobre company, that the company could not successfully maintain the suit brought in Arizona, and with the full belief on the part of Gage that the contract was for the best interest of the company and its stockholders. And the court further finds that no agreement was made between Gage or other persons whereby the directors -- Adamson, Wood, O'Keefe, or any of them -- were to derive benefit, or did derive any benefit whatsoever, except such as they derived from the sale of their stock.
The contract of December 12 between Gage and Greene provided for the payment of the stock in certain installments. Greene was to pay to Gage $25,000 in cash in addition to the
$2.50 per share, and also pay to Gage $30,000, and in addition 3,000 shares of the capital stock of the Greene Consolidated Copper Company, or, in lieu thereof, $30,000 in cash. Gage was given the privilege of taking, instead of $2.50 per share for shares of stock in the Cobre company, stock in the Greene Consolidated Copper Company -- four of the former for one of the latter -- the option to be exercised before payment of the second installment on the stock of the Cobre company. Five thousand shares of the Greene Consolidated Copper Company were provided to be paid to Gage for his own use and benefit, and 5,000 shares for the use and benefit of L. H. Chalmers, Baker & Bennett, and Herndon & Norris, attorneys at law in Arizona.
It was also agreed that a certain promissory note given by J. H. Costello to the Cobre company, amounting to $23,000, was to be surrendered to Costello. This note was conditioned upon the Cobre company's obtaining possession of its property in Mexico, and was not to be paid until ninety days after such recovery. It was also agreed that the suits brought by the Cobre company in New York, Texas, and Arizona should be dismissed. The other provisions of the contract are but incident to those before given, and may be omitted. The suits in New York are still pending. All the other suits were dismissed or otherwise disposed of by final judgment prior to this suit. The $25,000 mentioned in the contract of December 12 was for the purpose of taking up and discharging certain notes due by the Cobre company. It was so paid. The $30,000 mentioned was to be, and it was, turned into the treasury of the company to pay its debts. The 3,000 shares in the Greene Consolidated Company, or the alternative $30,000, was also for the purpose of paying the debts of the Cobre company outside of the $25,000 before mentioned. It was paid into the treasury. The 5,000 shares of stock in the Greene Consolidated Company was intended by all parties as compensation to Gage as president of the Cobre company, and for the time, labor, and trouble given to the company's business, and for
money advanced for it, and expenses paid in attending to its affairs. Instead of shares, as provided, a cash payment of $50,000 was made to him. The shares paid to Chalmers and Baker & Bennett, Herndon & Norris, were intended to be paid as compensation as attorneys for the company for their services in various litigations. Instead of the shares, a cash payment of $50,000 was made, and it is found that their services were reasonably worth that sum. The note against Costello was surrendered to him.
The court also finds that the only property in possession of the Cobre company within the jurisdiction of the court is the money paid into the treasury of the company in pursuance of the contract of December 12. And, finally, the court finds
"that the temporary restraining order granted in this action, enjoining defendants from carrying out the terms and provisions of the contract of December 12, 1900, and dismissing any and all of the actions then pending in behalf of the Cobre Grande, and enjoining defendant Phoenix National Bank from delivering up any of the papers and documents held by it in escrow, evidencing the title held by the Cobre Grande Copper Company in and to the mining property described in the complaint, was modified, and the part of it enjoining the Phoenix National Bank was dissolved upon the ground that the district court in and for Maricopa County had rendered its decision in the suit of the Cobre Grande Copper Company against Greene and others adversely to said Cobre Grande Copper Company, and that, as a part of the judgment of said court, the Phoenix National Bank was commanded to deliver up said papers and documents to said defendant Greene, and that, as this case now stands, there is nothing before the court except an application for the appointment of a receiver. "