Vermont phÅ“nix. [volume] (Brattleboro, Vt.) 1834-1955, 1912-07-05

force of the company for the purpose
of destroying the business of the
company and getting 1t for them
selves individually. And the COM
pany asked for large damages and
permanent injunction.
(6) That while the defendants were
in control of the business of the
company, for the purpose of wrong
ing the company and getting its bus
mess away, they had taken cores
pondence and trade lists and secrets
of the company and taken files of
the company and kept them, and the
orator asked for an injunction
against the defendants compelling
them to return these papers and to
prevent their use of any of the in
formation gained.
Hooker, Corser and Whitaker filed an
answer demurring to the bill and deny
ing that they were guilty of any of the
things charged against them.
NJ. G. Weber of Rutland was APP
pointed special master and a long time
was consumed in hearings and taking
of testimony. There were % full days
occupied by the taking Of testimony and
a large amount of time in addition in
briefing and arguing the case. The case
was finally submitted to the master in
June, 1911, and upon that submission the
master has made and filed his report as
above stated. The report is a sweep
ing victory for the Hooker, Corser &
Mitchell company in practically every
point.
During the trial the claim made about
the contracts for cloth was abandoned
by the company as 1t turned out that
while the correspondence found when
| the defendants left the company would
| seem % indicate that there were
contracts which were concealed, yet
finally all the cloth ordered by them
! came to the company.
In the litigation relating to the pa
| tent buckle the master finds for the de-
| PENDANTS except as to the $500, but on
the three hundred dollar item, the find
| ing is in favor of the company. AS to
the other part of the claim, the mas
ter finds that the litigation was really
for the benefit of the company so that
| the company ought to be charged with
| the expense of 1t.
The master finds that Lawyers
| Brooks, Stickney and Sargent were paid
from the funds of the company, but that
their employment was in reality for the
benefit of the defendants, Hooker, Cor
ser and Whitaker, and not for the cor
poration and that there was no service
| rendered by these lawyers for the cor
poration except whatever charge should
be allowed Brooks for drawing a set of
bylaws. He finds that the controversy
on which these lawyers were employed
individually on the one part and Mr.
Proctor on the other.
He finds that the affairs of the cor
poration were highly successful at the
time and there was nothing in the evil
dence that there would be any advan-
tage to the corporation in removing
Proctor.
In regard to the deal for the Schen-
ectady land and the erection of a plant
there, he finds that the real reason for
doing so was because the business had
been so successful that the output OF
the Brattleboro plant was not sufficient
to meet the demands and that. there
was really at the time the need of a
branch factory and that Hooker Cor
ser and Whitaker went to Schenectady
with the purpose of looking for q
branch factory; that they went at the
expense of the company, taking theil
own personal expenses for that trip Out
of the treasury of the company. w. E
Cole, secretary of the Schenectady board
Hooker, Corser and Whitaker about tn,
matter. While he was there, the master
reports, Cole saw a person whom h,
was told was Mr. Proctor, but h,
was not introduced by the defendants
but was advised by Hooker tina
Proctor was not a pleasant companion
and to have nothing to do with him
|
| Proctor as well as the defendants wer
; able to and the trade was finally mad
with the Schenectady board of trad
through Cole. by which the Schenectad,
board of trade was to give bonus o
$4,000 toward the purchase of a site II
, | Schenectady and was also to raise
, fund of $4,000 and pay the taxes TO
r five years. The lot was purchased Il
, the name of the defendants Individually
they getting the money individually t
, | pay for 1t.
Hooker, then president of the com
| pany, wrote to one of the chief sales
men of the company, that they We're go
{ ing to establish a branch factory a
' Schenectady so as to have goods enoug
: to fill their orders and it was advertised
I | with Hooker's approval, in the Schen
Y ectady papers, that it was to be
I branch of the Hooker, Corser & Mitch
ell company of Brattleboro and was t
employ large number of persons. TIL
master finds on this point:
t THAT the defendants took the title
r to this property in their own names,
t individually, for the purpose and with
!, the intent of teking the property
y over to themselves, should Proctor
i buy them out under the contract of
May 2S, or in the alternative, to use
1t to establshe a branch factory for
the orator company, should Proctor
to the defendants. l find also that
when they began negotiations with
the Schenectady board of trade it
was with the intent of establishing a
branch factory of the Hooker, Cor
ser & Mitchell company at Schenec-
tady. l find that all these negotia-
lions, transactions and purchases
were kept secret from Proctor pur-
posely.
Il further find that the defendants
planned that II Proctor bought the
defendants stock, under the agree
ment of May 2s, that they would
keep their Schenectady deal and the
benefits arising out Of 1t, individually
and for their own use. find
that at the time the Rutland con-
tract was made, statements were
made by the defendants counsel from
which Proctor might understand that
the Schenectady deal was made for
the benefit of the company and that
Proctor did so understand when he
signed the contract of May 49,"
The master finds that the defendant
did take over the Schenectady deal [
themselves and secured the benefit {
the bonus and erected a factory an
established the Mohawk overall factor,
which company they control.
The most important part OF the re
port relates to the enticement OF tn
statesmen and employees OF the Hooke