The new dominion. [volume] (Morgantown, W. Va.) 1876-1904, 1902-12-31

the circuit court con- mitted no error
ia continuing the injunction aud the
receiver until the final hearing OF the
cause. There are many undispoted
facts and circumstances in this case
which tend TO sustain the Plaintiffs
equity, and which il not properly ex-
planned will render the same conclu-
1--WE.
There is no doubt but that tine sale
OF stock was made by Boehler aud Sig
wart at an exorbitant price, more
than double par, and that such sale
was Afterwards ratified by the stock
holders. who were directors and who
received the price agreed on the 2lst
day OF February, 1902, for all the stock
held by them on the 18th day OF Feb
ruary, 1902.
Nor is there any doubt that such
directors were folly infor med Of this
contract on the Goth day OF February,
1902, when they issued the one hun
dred and seventy-eight shares Of stock
and became principally the owners
thereof themselves, for the purpose OF
retaining control OF the company.
Knowing that they we're going to
receive double par on the next day for
all their then holdings, they generous
ly issued themselves a new allotment
of stock at par for which they gave
ten per centum in cash and executed
promissory notes TO cover the balance.
They did not inform the purchaser
OF the old, of this new issue of stock,
MT cd . him nd ronaiU.
ed his money when they were fully
aware that they had secretly by reso-
buttons spread upon the corporate
minutes ''to release Charles +. Boeh-
Ter and Leopold Sigwart FROM aOy all
liabilities from damages that may
arise 10 and from and by reason OF
their contract with James G. Frazer
and Others"
From this resolution it presumtive-
ly appears that they as board and as
individuals clearly understood the
force and effect OF the arrangement
between Boehler and SigwarC and
James 9. Frazer, aud that because it |
was not to be carried out in good !
faith, they in their corporate capacity
agreed to Identify and save hal MESS |
Boehler and Sigwart from all damages |
by reason thereof.
This stock was presumptively issued |
for the express purpose OF p evening |
James c. Frazer and those whom be
represented getting the benefit OF what
be had bargained for, and kept from
him on purpose 10 deceive until he |
had faithfully performed his bargain |
and the benefciaries thereof had re-
ceived more than double value for the
stock already held by them.
Ii worth more than par, why did |
they not pay the true value OF the
stock surreptitiously issued to Jhem-
selves?
Fraud is the concealment OF the
truth just as much as it is the utter |
ance OF a falsehood.
II these appellants knew that the |
issuance of this additional stock was
10 violation of the agreement, had |
with James @. Frazer and the facts |
and circumstances point to the fact |
that they were fully informed on the |
subject. and knew that he was paying |
large price for the stock to gain a
controlling interest, they were guilty
Of gross fraud in concealing from him
the fact that they bad issued to
themselves the additional stock at |
par. In short they were taking ad-
vantage of his confidence and selling
him bogus brick
Not only is this true, but even il |
the appellants did not know these
things ia advance as soon as they
were made known to them even by
this suit, it was their duty il they
wished to escape the inference OF
fraud to have offered to rescnd the
sale, restore the purchaser his money
and take back their stock.
He who adopts the results adopts
also the means by which they are
brought about He who receives and
clings to the benefits resulting from
the dealings of an Unauthorized agent
thereby ratides such agency and the
means by which such benefits are ac-
quired. Dewng v Hutton, 48 w.
Va. 576. He that "diggeth pit for
his neighbors" sometimes falls there
in himself
Fraud being admitted. there is no
question "a to the Jurisdiction of
court of equity. Boyce Montauk
Gas Il Goa Co. 81 W. Va. 49, EQUITY
also enforces specific performance of
contracts Tor the sale OF stock of cor.
porations, specially when 1T is of
such pecallar value toat damages
would not furnish an adequate com-
pensation. % Am. & En-. En-. Law.
$685. TO enforce such specific perform
ance, the stock must be 10 its unim-
paired form as IL was on the day OF
the contract and not In deprecated
condition by secret issues OF new stock
made between the day OF the contract
and the actual transfer OF he S, oc..:.
10 other words purchaser Is eneioled
to what he bargains Cor, aJd uoL
something greatly inferiot anti de-
preclaLed 10 value oy Tie sec.et in
trIgue OF the sellers.
Whether e. NJ Grant aud tae Ia
ion Gas and Water Company are nsc-
essary parties to this suit does noJ
yet clearly appear. The +. ct .naL
they are DOT parties is not >tdicieu
ground either to dissolve Tie icJroc-
tion or discharge The receive.
The facts circumsJaoces aad ]e,,,..
presunptons are SO su,oo;ly 10 ,.vot
OF plaintiffs equity and the re ert.-
ants duDlicity tnaC he cou COZ, At "
ted no error 10 continuing v,e iljdnc-
tion or the custody OF L1e prone "
until final hearing OF the Cause.
The decree is affirmed