The Minneapolis journal. [volume] (Minneapolis, Minn.) 1888-1939, 1905-12-17

st. Hilaire Lumber companies. In Sep
tenn Der, 1898, Thomas purchased half
Of the holdings of the Arpins in the st.
Hilaire company 600 shares) for the
purchase price of $4,000; the Hick-
sons purchased the balance of the Ar
time and for the same price. In June.
1899, Thomas agreed with Edwin to
give him POO shares in the st. Hilaire
Lumber company for the ninety shares
of the J. H. Neils Lumber company
stock, then held by him. This agree
ment was carried into execution June
II, 1899. The value of the stock was
be in all respects just, fair and equi-
table. AS result of these transac.
tions, Thomas and Edwin Shevlin, the
Hicksons and Mr.. Clark owned all the
stock in the Crookston and St. Hilaire
companies in the proportions aforesaid.
From that time forward, the two COM
panies were practically consolidated
as the "Crookston Lumber company
On June ~, 1899, the balance due on
the $4,000 note which Edwin gave for
the purchase of his interest in the
Crookston Lumber company and of the
j. H. Neils Lumber company stock
amounted to $17.565.O9.
+ The answer alleges and some Of the
time Edwin was general manager, be-
tween March LIST, 1898, and January
9th, 1900, he INDUCED in the excessive
use of Intoxicating liquors, and was on.
frequent and various occasions wholly
and completely incapacitated to per
form his duties or any Of his duties,
as such general manager, by reason of
his intoxicated condition; that his hab-
it's became so bad in this respect that
he was wholly unfit to conduct the bust
ness Of the said Crookston Lumber
Company, or any other business; and
that in the month of December, 1899, on
account of his drinking habits and his
erly attend to the business of the said
Crookston Lumber Company, this de-
PENDANT s associates in said company
complained repeatedly and properly to
this defendant and urgently requested
and insisted that this plaintiff be re-
spoke to p win and his wife on this
subject and warned them both that
Edwin would not be permitted to re-
main as manager of the lumber com
panies at Crookston if he persisted in
his drinking. Early in December, 1899,
Edwin had another drinking spell, and
Just as he was recovering from it and
Der, 1899, Thomas went to Crookston
and told Edwin to the knowledge Of
his wife, that Edwin must resign. Both
Edwin and his wife insisted that his
drinking had not interfered with his
management of the company and pro-
tested against compulsory resignation.
The court found that the defendant was
in all respects fully justified in request
u ing the resignation of the plaintiff and
, that the defendant acted in good faith
toward the plaintiff in so requesting and
advising his resignation. On December
18th, 1899, Edwin rendered his resigna.
tion. He remained, at Crookston clos
e up the inventories. The history of the
1 transactions now approaches the period
: Of the transfer Of the stock under the
t agreement which is sought to be set
: aside. While Thomas was in Crooksto1
demanding Edwin's resignation, Ed
e win s wife asked him in effect whether
S it would, be necessary for, Edwin t.
would not be. According to his owr
testimony, however, that was not what
r he thought at that time. The reason fol
l. this misstatement was a deep rooted
f disinclination to transact business will
t women. He had the idea of securing
Q all the time after Edwin resigned. o.
h the 5th or 9th Of January, according t<
defendant s final testimony, Edwin an(
n his wife. at defendant s invitation
e came to Minneapolis and stayed at hi
house, as his guests. During the visi
y the plaintiff and his family were by thu
defendant treated with the utmost con
the friendliest relations existed between
plaintiff and his family and defendan
and his family. ...sI "..
y A material question concerns the tim
J. of fixing the price to be paid for tn
stock. If that time was January ST.
! or 6th-the date at which defendan
Il contends there was a preliminary con
a to be paid-the testimony fails to shoy
: the immediate intoxication of plaintiff
J. if that time be January 18th, it is I'm
n questioned that he was just emergin
. from a desperate spree: The signifcanc
). of that date is also increased by tn
q contention Of defendant that the sal
f and consideration was then agreed upor
is and by the opposed contention Of plai1
Z tiff that, according to the answer an
J. defendants own testimony, the consi6
y Grafton was not then determined bu
! was left to ascertainment by Thoma
f and that Thomas first advised his broth
- er Of the value Of the stock on .Januar
~ 18th. The answer deliberately sets fort
4 that at the preliminary conversation
!. Thomas urged upon his brother the ur
!. fairness of the retention of the stool
~ and the duty Of transferring to him a
=. fair value to be agreed upon; tina
Il Edwin assented to this; that Thoma
~ agreed to- consider the matter furthe
# and decide upon what he thought woul
d be fair price to be so agreed upon
! that subsequently and before Januar
l. 18th, Thomas did consider the matte
t. of price to be agreed upon, consulte
s. the financial statements of the con
e panies and ascertained the book valu
e. Of said stock to be approximately 1862
G. 700; and that, imme diately prior to G
is on January 18th, he stated the pric
D. agreed upon as $4,000. On trial .Thon
l. as insisted that at the preliminary cor
is versation, he had some pencil memora1
l. da which showed the entire assets Of th
e companies; that he and his brothe
1t look ed at the footings and saw whs
le the profits were: he denied his agre,
g ment to ascertain the value Of the stool
e, his examination as to such value pu
s. suant to any such agreement and ths
IT Edwin was advised for the first tim
or of the price determined on on Januar
5. 18th; and he asserted that Edwin we
III SO appraised at the preliminary conve
W sation, on or about January 9Th or 6tl
Y, When confronted by the inconsistencie
1. between this testimony and the alleg;
le lions of his answer, he avoided diret
0, replies to proper. questions involvln
IN MED and finally more or less clearly a
~ scented to the statements Of the answe
er The testimony of Mrs. Thomas Shevli
0. directly, and that of other witnesses il
e, directly, sustained the contention z
| l. 4,