Wood County reporter. [volume] (Grand Rapids [i.e. Wisconsin Rapids], Wis.) 1857-1923, 1898-11-10
THE DEMURRER SUSTAINED.
The City of Grand Rapids in RightfuI Pos
session of the Fair Grounds.

was decided IN favor OF the DEFENDANTS.
The points involved in the case are
generally known to the readers of the
REPORTER, We append the judges
decision in full which explains itself:
Circuit Court for Brown County,
D. Witter, ct al, VS.. Wood County Agri-
cultural and Mechanical Association,
ct. al: The object and purpose of the
defendant association is not pecuniary
profit directly to it's stockholders but to
provide means for encouraging and
holding fairs to pay premiums. No
profit can be derived from it directly
by the stockholders so long as its exist
ence continues? 1t may require and
hold property necessary for its pur-
poses which shall be used exclusively
therefor, and may sell and convey the
same" "All money received from any
source must be used for necessary Incl
dental expenses and premiums" 1t
has all the powers of corporation neces-
sary to its object.
i hO Guilty. O"IICo IlS SIOuhbS anu
buildings worth in the market from
1000 to $4,000. They were encountered
for nearly 81 300 and the society owed
between $500 and $500 besides the lien
claims. think that the fair inference
is that the exact amount of indebted
ness, including all interest and costs,
was not known but was estimated to be
not over 81 600. A mortgage on the
property was foreclosed and the prop
ertY advertised for sale and the time
for sale but few days distant. The
association had no other property or
means and all it's efforts to raise money
to pay its debts had failed. Nothing
was left for it to do but to make the
most out Of its equity Of redemption
passibIe for the best interests of the
association. According to the allega
tons of the complaint had the property
gone to sale it would have sold for more
than .enOugh to pay all debts and left
the association over $1,000. The COM
plant does not allege any fact, as a
bona fde offer, from which it would
amount would have been realized, but
it alleged it as a fact and it must be
taken as such. But the association
with its 81, 900 would have been without
grounds or buildings. It was for the
mutual benefit of the city and associa-
ton and the interests it stood for that
it's fairs should be continued to be held
in the city. The surplus that the society
could have realized from a sale for
81 900 would not have enabled it to pro-
cure new grounds and buildings 1t is
not likely that other grounds could have
been obtained in the city at all, A five
years lease of the grounds and build
lngs may have been worth to the society
more than the surplus on a sale for
81, 900 certainly more than the parties
felt sure of realizing).
There is no allegation in the COM
plant that it was not. The only fact
alleged that can be construed into any
evidence of fraud is the disposition of
the property for less than could have
been realized in cash, for distribution
among the stockholders on winding up
the affairs Of the association. | do not
think that there is anything in the price
received for the property that would
warrant the court in saying or suspect
ing that there was any fraud, and there
is certainly nothing in the results to
those charged with fraud that supports
the charge. They gained nothing by
the transaction individually. If loss
resulted to the stockholders the loss of
those charged with the fraud was much
greater than the plaintiffs loss. If any
improper motive actuated the parties,
it was to defraud themselves to greater
extent than the plaintiffs. Another
fact made prominent by the facts
alleged in the complaint is that every
thing that was done was done openly
and above board, No attempt was made
by any one to conceal or misrepresent
any fact, and least of all to conceal or
mlsrepresent the market value Of the
property. The more | have reflected
upon the situation and the acts, the
more clearly it has ap peared to me that
the part of those interested in the OBJ
jects of the association and the city to
prevent the property from being dis
posed of in such manner as to wreck
the society and leave it without grounds
where it could hold its fairs. It may
not have been the wisest policy, but
there is nothing disclosed by the facts
that shows that it was not considered SO
by the parties whose conduct is COM
planned Of. Should the court differ
with the parties as to the wisdom of
this policy that would not justify any
interference with their acts. The only
question on this branch of the case that
has occasioned any doubt in my mind
is whether the court must take the allie
cation of fraud contained in the COM
plant as a tact, admitted by the demur-
rer, and say that it must be conceded
for the purpose of the demurrer that
the parties did act fraudulentlv,
although such would not be the infer
ence from the facts alleged aside from
the allegation of fraud. There may be
cases where the allegation that an act
WAS fraudulent would have to be taken