Los Angeles herald., 1906-03-04

Golfer in 1897 or, as contended by the
defendant, the list of April, 1898, and
the concealment by him and by them
of the fact for some six or seven years,
they in the meantime drawing down
the dividends on the stock they had so
sold and attending the stockholders
meetings as though they were still the
owners of the stock, is not readily eX-
plainable as consistent with fair deal
ing. Maier is dead. 1t may be that if
he were living he could explain that
there was no intention on his part by
the use of this stock to deprive Zobe-
lein of the rights always accorded him.
"It is unthinkable that the deceased,
Joseph Maier, if alive and unaffected
by disease, would be willing to estab-
lish a condition, giving to his sons the
exclusive management of the brewery
business formerly belonging to him and
the plaintiff; no, not even if the latter
were not opposed to 1T. But what the
court is concerned with is this: That
the carrying out of such plan would
be violating the agreement made by
the plaintiff and his partner, Joseph
Maier, at the time of the organization
Of the corporation, and therefore a
wrong which must not be permitted.
Agreement Was Fair
"The agreement was fair, just and
equitable in all respects, and the court
will permit neither party to avoid the
results flowing therefrom and will
oblige either party to do anything ne
cessary to place the other in possess
sion to which he may be entitled there
under
But much more might be said, but
it does not appear necessary. The
more I dwell on the subject, the
stronger the conviction that the plain
tiff is right, and the foregoing will
suffice to explain my reasons for this
view.
"And now, having come to a de-
cision as to the rights of the parties,
what remedy shall be applied. The
court is not at all circumscribed or
limited in the matter of the remedy
and may require any party to do or
refrain from doing anything essential
to an equitable adjustment, 1t may be
held that that which was received by
the two members of the firm for the
transfer of the assets belonging to the
firm, to wit, the stock of the corpora
ton, Is to be treated as partnership
assets; under the circumstances and
conditions surrounding the transact
tion there is no other logical conclu-
sion.
"One of the partners is dead; that
terminates all partnership relations,
and all matters between the partners
existing at the time of his death must
be settled. The stock in the company
having become partnership assets, it
remains such and the simplest and
most efficient method of doing equity
is to require the sale of all the stock
properly belonging to the firm, and
division of the proceeds of such sale.
one half to the plaintiff and the other
half to the defendant, Mrs. Maier, as
eXecutrix of her deceased husbands
estate; such sale to be made by a conf
mission to be appointed by the court.
"The plaintiff will be required to
pay the defendant, Mrs Maier, as such
executrix. the sum of 5000, being one
half of the amount paid by her de-
ceased husband for the stock of the
defendants, Rademacher and Golfer,
and all of the stock of the corporation,
except two shares of the defendent
Turner, will be ordered sold. The ap-
pointment of a receiver of the busi-
ness of the corporation was sought by
the plaintiff in the first instance in
this case; at the time of the trial the
matter was not seriously pressed, nor
did tho facts presented seem to war
rant the appointment.
should 1t appear to be necessary
for the Aprotection of the interests of
either pArty to this controversy before