The Minneapolis journal. [volume] (Minneapolis, Minn.) 1888-1939, 1904-08-23

men were of a comparatively smaI
number Of persons best able to form
a just opinion as to those values, and
in the main seemed to be disinter
ested and candid witnesses
The important question here, how
ever, is not what 1 may believe t.
have been the value Of this stock, bui
whether the price agreed upon by thu
plaintiff and defendant was such
price, as under the evidence, each
might have considered a fair pricS
under all the existing circumstances
each exercising an independent judg, Il
ment, and each having the necessar1
information, and being in a position
to determine for himself what was "a
fair consideration. The court j,
neither charged with the duty moi
given the privilege Of reviewing and
modifying the judgment Of the par,
ties to this transaction; it is charged
with the duty of determining whethei
each of the parties did in fact deteri
mine for himself the price he would
take or give for this stock, and wheth!
| er each Of the parties was at the time
free from any imposition or undue 81
improper influence on the part OF
| the other.
The wide range Of opinion as to the
value of this stock, and the apparent
opportunity for such difference Of
opinion as to it's value, is, therefore,
|
market value. The stumpage, a prini
cipal asset of the companies, was Sd
large in amount that it's value would
not be fixed wholly by its value fol
immediate cutting, but partly with
/ reference to it's value for use in the
future, or as an investment.
The evidence disclosed two sales o1
stock in these companies in addition
to the transfers to and from the
plaintiff. Both these other TRANSACT
lions were between stockholders, who
presumably knew the value Of their
stock. The first sale-a transfer OF
stock in the ST. Hilaire Lumber com1
pany-occurring a little more than
year before the transfer in question
here, would appear to have been made
at a relatively lower valuation thar
that fixed by the plaintiff and defend-
ant on the stock in question; and the
second occurring a little more than
two years after the transfer in quest
ton was at a valuation relatively litj
tie if any higher than the one fixed
. in such transfer.
This stock was originally procured
by plaintiff from or thru the defend-
ant. The stock in the Crookston cons
patny by giving note to the defendant
the stock in the st. Hilaire Lumber
| company, in January, 1891, by ex4
changing for it stock in another com-
5 pany, acquired at a prior time from
7 defendant, partly by gift, partly BY
5 purchase and the giving Of a note for
: the purchase price.
Under the evidence these original
: acquisitions Of stock on the part Of the
5 plaintiff by purchase from the de-
j., fendant appear to have been made
). at relatively lower valuations than that
:. fixed when the stock in question was
: transferred by plaintiff to defendant.
1 At the time the Crookston Lumber
Y company stock was acquired, the
n yOcS nh HSt ~ l~~ -
o manager Of that company, and when
: the st. Hilaire Lumber company stock
: was acquired he was acting as such
: manager 1t appears that this was one
e OF the reasons leading the defendant
/ to transfer the stock to him. At the
i time the plaintiff transferred the stock
a to the defendant he had ceased to be
such manager. These facts were In
: the mind of the defendant when he
, proposed to purchase this stock, and
: testimony and other testimony, re-
f ferred to in the negotiations with
S plaintiff, and they may we'll have had
: some weight with the plaintiff both in
leading him to consent to sell the
t stock and in fixing on a price.
e It is, of course, true, that the fact
: that the stock was given or sold on
e | advantageous terms by one to the
:, other does not justify such vendor
e or donor in securing a return or re-
n sale of the stock by fraud, duress un-
due influence or taking advantage OF
n relationship of trust or confidence:
II but such fact might very properly be
= taken into consideration in deter1nin-
e ing whether return or resale should
: be made, and if resale was deter
e price might WELL and, I think, usu-
{, ally would, receive some considera-
= ton in fixing a price. It is only when
a 1t appears that such considerations
Is were given an undue or dispropor-
Y, tionate influence that they could fur
y nish, with other circumstances, a rea-
If son for a court of equity giving relief
f. from transaction induced thereby
" In my opinion, the price agreed
IN upon might we'll have been arrived
IF at in accordance with an independ-
1T ent judgment by the plaintiff without
is any undue influence, duress, fraud or
betrayal Of confidence by the defend
is ant, and the amount of consideration
Of paid for this stock, together with all
l. the other facts and circumstances dis
lie tablish any of the grounds relied upon
at by plaintiff and emitting him to re-
Of lief in this case.
lie The complaint presents case in
ii which the plaintiff a younger broth
lie er, habitually under the domination
to and influence of the defendant an
m elder brother, is induced, by fraud
undue influence, or threats on the
at part of the defendant, or by trust and
n confidence imposed by him in the de-
u PENDANT, while the plaintiff is i'll, weak
is and depressed, to improvidently dis
SIS pose of valuable stock in corpora.
s. tions in which both are stockholders
or fer grossly inadequate considera.
n ton.
ny The evidence discloses a case II
ny which the plaintiff, a younger broth,
d. er, but Of mature years, of good bust,
lie ness capacity, and varied and extern.
u sive business experience, with regart
MT and respect for the defendan, hi
n elder brother, but not subservient tt
ST. him or under his influence in any un
n usual manner, or to degree to de
IS prive him Of the exercise of an inde
e- pendent judgment in dealings witt
e. the defendant, determines, while ii
n full possession of all his faculties, ant
,r- not being induced thereto by fraud
undue influence, threats or violate,
Le- trust or confidence imposed, upon TIL
he request of the defendant, to sell t
,er the defendant stock in corporation
of in which both are stockholders, o
which the plaintiff has been loca
lat manager for nearly two years, an
le- concerning the business and assets o
which he has full information, at
Tor price which, tho low, is not below tn
to range Of values which men in SINH
he lar business fix upon, and use as
no for tror cfars and which ia no