The Portland daily press., 1876-05-25
The Portland Brick Company.

The Portland Brick Company.
Judge Ames of the Massachusetts Supreme
Court began an equity hearing Thursday in the
case of the Portland Brick Company versus
Lorin L. Fuller and j. Thomas Baldwin The
Portland Brick Company was organized in
1868, and the original stock was issued in 1869,
there being 1000 shares with a par value of
$100 each. The property is located in Deering,
and cos. $4,000 The original corporators
were Ira Bradley, Luther Crane and A. L.
Loveioy, and at the time of the transactions
which form the basis of this suit, the autumn
of 1871, Geo. W. Meserve, Luther Crane, Au-
gustus L. Loyejoy and Lorin L. Fuller, owned
one quarter Of tie stock each. Crane was pres
ident and Fuller treasurer. The charter re-
quring five directors. Mr.. Baldwin was placed
on the list, although he never acted in the
board, and indeed did not know of his election
until long time afterwards, when he learned
it by rumor.
The bill alleges that the defendant Fuller.
who was treasurer of the company, entered
into a conspiracy to defraud the other stock
holders; that in 1871 he made note for $4,000
to Baldwin, who was one If the directors of
the company; that this note was made without
tHC hbOWlSuSG VI bu0 OlutI CICCJS vi TIC COT
poraton, and that when it became due and was
not paid Baldwin began suit against the
corporation, and judgment being obtained, the
property, both real and personal, was sold on
execution; that Baldwin purchased the prop
eity for $3200, and that no money passed be-
tween Baldwin and the sheriff, but the purchase
was made by Baldwin for the benefit OF Fuller;
that since the sale of the property Fuller has
had the management and control of the same
and has carried on the business, the profits of
which have been large and should revert to the
stockholders of the company. The bill prays
for an injunction to restrain the defendants
from transferring or disposing of the property,
and to require them to reconvey the same to
the company and account for the profits made
since the property was sold.
The defendant, Fuller, answers in substance
that the transactions were legitimate and
proper, done with the knowledge of other
officers of the company, and claims that the
profits have been SMALL amounting to only
some $4,000. The defendant, Baldwin, denies
that he is or was a director of the company,
and claims that the transactions were in the
usual course of his business in loaning money!
4ut. DdiuWlU WdS uTSG Cdlltu u Iu6 Stduus
aud stated substantially that when the note
was passed 10 him, about Oct. II, 1871, he gave
up note of $4,000 for money just previously
lent TO Fuller, $25O0 in money or check that
day, and $1,000 more within a week. When
the note became due, he was about to put it
into the bank and let it go to protest. but by an
arrangement with Fullcr that the latter would
be liable as endorser without its being pro-
tested, he did not take that course. He sent
the note to Mr.. Strout, a Portland lawyer, for
collection, Mr.. Strout being recommended by
Fuller. He leased the property to Fuller until
Fuller settled the note, and then he gave him a
deed of the property, which was un1ecorded
and was ia such condition that he could recall
it. He had been ready at all times to recon-
vey to the company, and once gave a bond to
reconvey upon the payment of the debt to him.
Fuller intmated to him that he wished to get
the property into his hands, and the only
interest Baldwin had in the matter was the
money transaction. which was simply loan
and nothing more. He never heard of his
being director until long after the transac-
tions on which the petitioners declare, and
never had any interest in the company.
Mr.. Ira Bradley testified that in 1871 the
Portland Brick Company owed him 1896 to
himself and S5915 to the Massachusetts &
Maine Brick Company, and that when he
pressed for payment, Fuller told him at
least two interviews in September that the
company owed nothing else but small bills;
that they had made not less than $4,000 that
season, and that as soon as they were through
the fall business they could pay everybody.
Subsequently witness, Mr.. Lovejoy and Mr..
A. B. Coffin were appointed d committee to
wind up the affairs of the Massachusetts, &
Maine Brick Company, and the claims against
the Portland company were put into Mr.
Cofin's hands for collection. In the spring
witness heard that the property at Deering had
been sold. Just before this, however, he met
Fuller, who told him he had made arrange
ments so that the property was to remain as it
was. Afterwards he told the committee the
property had not been sold, and denied all
knowledge of it, but on being pressed, he said
Baldwin's claim had been sued and the prop.
erty sold, and reluctantly admitted that the
notice of the suit had been served on him, and
that he had advised Baldwin to take that
course, and that he did not tell Meserve and
Lovejoy, because he couldn't trust them Wit
ness said the profits of the Portland company
in 1869, when he was IN it, were over $4,000.
Mr.. Coffin confirmed Bradey's testimony
about Fuller's representation of the condition
of the property. Meserve and Lovejoy both
testified that Fuller had proposed to them to
enter into a conspiracy to defeat Bradley's
claim.