The watchman and southron. [volume] (Sumter, S.C.) 1881-1930, 1910-05-07
MINORITY STOCKHOLDERS.
Interesting Case Involving Their
Rights Before Supreme Court.


Company, involving the rights of min
ority stockholders
The cause was heard on circuit be-
fore Judge Wilson. The point in is
sue is the sale of stock in the COM
pany.
The complaint alleges:
That after the legal election of the
aforesaid officers the pretended new
president offered a resolution to sell
the real estate above described to the
defendant, e. r. Wilson, who is a
son of the defendant, Thomas Wilson,
for the sum of $4,000. That when
said resolution was offered, the plain
tiff offered as an amendment to said
resolution, to sell the property to
himself for the sum of $4,000. The
plaintiffs offer Of $4,000 was refused
and his amendment tabled, after
which the plaintiff offered as a sub
stitute for the resolution, that the said
property be sold at public auction to
the highest bidder.
Upon motion of r. d. Lee, this
substitute was tabled, and, notwith-
standing the offer of the plaintiff Of
$4,000 more than the amount named
in the original resolution, the de-
PENDANTS, r. d. Lee, Thomas Wilson,
John Wilson, H. d. Noise and T. S.
Walker claiming to be stockholders
of said corporation, passed a resolu-
tion to sell the property to the said
F.. R. Wilson.
"The plaintiff alleges. upon inform
alton and belief, that it was a prear-
ranged scheme of the defendants, by
the method above alleged, to divest
the plaintiff Of his interest in said
real estate, and the plaintiff alleges
that said intended pretended sale to
the defendant, E. r. Wilson, was a
mere step in the scheme to carry out
the same, which had been devised be-
fore the assembling Of the stockhold-
ers at said meeting, and that the sale
was not bona fide, and, in, fact, not a
sale to said E. r. Wilson, but it was
merely a method used by the defend
ant to obtain title to said lot of land
for a grossly inadequate consideration
and to vest the title to said real es-
tate in the defendant, Thomas Will
son, indirectly, by pretending, under
the resolution above referred to, to
sell the same to the defendant, E. r.
Wilson,"
The following letter written by the
plaintiff, is also exhibited in the COM
plaint:
Sumter, S. c., December, 20, 1909.
DR. E. r. Wilson, City-Dear Sir:
At a meeting of the stockholders of
the Sumter Commercial and Realty
Company, held this Goth day of De-
cember, 1909, by resolution over the
protest of the minority stockholders,
the majority stockholders passed a
resolution to sell the property to you
for eighteen thousand dollars. I, as
one Of the minority stockholders
then and there offered to pay the
sum Of twenty thousand dollars for
said property, but they refused to sell
to me, but passed resolution to sell
to you for two thousand dollars less
ic6a
prearranged matter in order to de-
fraud the minority stockholders out
Of their interest in said property.
Il hereby notify you that if you
pay anything in pursuance of this
resolution and accept a deed to said
property that you will do so at your
peril, and I propose to attack said
transaction for fraud and regularity
and for other reasons. 1 think that
/ will be able to show that the whole
transaction on the part of the ma
jority stockholders was a scheme to
defeat and appropriate the stock and
rights Of the minority stockholders,
for the reason that said property is
worth on the open market not less
than thirty thousand dollars, and 1
requested the majority stockholders
If they would sell the property to let
1T be sold at public auction, so that
the rights of the minority stockhold-
ers would be protected. 1 expect to
take proceedings to prevent this fraud
from being consummated, and
thought in justice to you, I would
give you this notice, so that if you
accept a deed to this property you
would do so with notice and at your
peril. Respectfully, w. II. Andrews.
Mrs. Thomas Moore entertained
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