Walsh v. Goulden
Michigan Supreme Court
Appeal from St. Clair; Tucker, J., presiding. Bill by Robert Walsh against James Goulden, Albert D. Bennett, and Junius E. Beal for an accounting on the sale of certain corporate property and stock. From a decree dismissing the bill, complainant appeals. Complainant was a stockholder in the Port Huron Gaslight Company. The defendants were stockholders and directors. The capital stock was 140,000, in shares of $50 each.
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Appeal from St. Clair; Tucker, J., presiding. Bill by Robert Walsh against James Goulden, Albert D. Bennett, and Junius E. Beal for an accounting on the sale of certain corporate property and stock. From a decree dismissing the bill, complainant appeals. Complainant was a stockholder in the Port Huron Gaslight Company. The defendants were stockholders and directors. The capital stock was 140,000, in shares of $50 each. A rival company had existed for some time in the city, and both companies had been making little or no profits for some time. Efforts had been made to consolidate, and thus…
1Opinion of the CourtGrant, J.
(after stating the facts). The learned counsel for complainant state the theory of their case as follows:
1. Defendants secured complainant’s stock, and all the other stock, by fraud in misrepresenting material facts, and in concealing the secret agreement.
3. Defendants acted as trustees of the complainant and other stockholders, i. e., a fiduciary relation existed between them; and, when such relation exists, the trustee cannot retain a secret profit from the execution of the trust.
3. Defendants, being directors, could not profit by the sale, when such sale was brought about or influenced by…
2Cases cited8 opinions
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- Carpenter v. DanforthNew York Supreme Court · 1868
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