Daily Kennebec journal. [microfilm reel] (Augusta, Me.) 1870-1975, 1913-05-15
Cases of Interest
In Central Maine.

John H. Corners vs. Corners Bros. Co.
ct ais. Kennebec County Rescript
Whitehouse, c. j
This bill in equity comes to the law
court on appeal from the decree of a
single Justice entered in the cause,
The plaintiff is a minority stockholder
in the defendant corporation which was
engaged in the business of general con-
tractors and construction engineers
The entire capital stock of the corpora
ton was owned in equal shares by three
brothers the plaintiff and the defend
ants, Dennis +. Corners and Edward f.
Corners. The corporation was organized
under the laws of Maine, but it's princi-
pal place of business is at Lowell, Mass
whore all of the partners reside except
the plaintiff. who now lives in Eliot.
Maine. Atfthe time of the acts COM
named constituted the board Of directors
of the corporation; Dennis T.. Corners
was president. Edward +. Corners. sec
rotary and the plaintiff, John II. Con-
nerS. treasurer.
Fraud and corruption are not 10 be pre-
summed, but must be proved by clear and
this ground of complaint. the testimony
not only fails to afford satisfactory proof
that Dunbar was employed 10 aid In the
accomplishment OF a eorrupt or ffaudu-
lent purpose. but docs conclnSiVelv prove
that whatever may have been the pur-
pose for which his services were OBJ
tanned he was employed and paid with
the knowledge. consent and approval of
, this plaintiff. 1t is unnecessary to con-
SIdel whether the contract To paw Dun
bar $4,000 was financially an advanta-
geouS one for the defendants or not. His
services were rendered for the benefit of
the corporation and of each member OF
it. including the nlaintiff. who made no
i complaint in relation to this matter until
the general estrangement and diSSention
arose between him and his brothers. He
has no equitable cause for complaint on
account of this transaction.
y discussion of the evidence relating to
the precise nature and purpose of the
ffI1nciIl bpt
ter and the Corners brothers can serve
no useful purpose in the decision of this
cause. 1t is immateriai whether the pay
ments made to MIR Gutter were in ac-
cordancP with approved business meth
! DDS or We're effective in promoting the
| financial success Of the company 1t is
unnecessary to determine whether the
purpose for which these payments were
made WIS fraudulent in laM or l'eprchen-
sibe IN morals: for the conclusion from
All the evidence Is irresistible that the
contracts with Gutter. and the eXpendi-
lures in pursuance Of them, We're made
with the knowledge and consent of the
| plaintiff. and il the purpose of them
| was contrary to the dictates Of con-
| science and good faith, the plaintiff was
wrong and is not entitled 10 relief i'm Il
court OF equity For it is an elementary
principle of equity Jurisprudence tnat
whenever a party, who as actor seeks
to set the judicial machinery in motion
and obtain some remedy, has violated
conscience or good faith, or other ediita-
the doors of the court will be shut
against him in limine; the court will re-
fuse to interfere in his behalf, to ac-
knowledge his right or To award him
any remedy, This fundamental con-
ception OF equity has been crystalized in
the familiar maxim, HE who comes into
a court OF equity must come with clean
hands"
The transactions in question cannot be
deemed fraudulent as to this plaintiff.
II is of course well-settled law that the
directors Il
themselves and tile corporation at the
same time. They have no authority to
Vot. salaries to themselves. and if money
has been paid on account of such votes.
1t may be recovered back.
The conclusion * accordingly rs fol-
lows: The bill IS dismissed as to Mar
garct V Corners The bill is sustained
with single bill Of costs to tile other
defendants. The second paragraph of
the decree appealed from. ordering the
defendants. Dennis L. Conners and Ed
ward +. Corners. to pay hack into the
treasury Of the. corporation the sum OF
| S25,09p paid by them 10 Mr.. Cutter, and
| the sum Of $la.4G0 paid by them to MIR.
| Dunbar. IS reversed; and Will be omitted
from the new decree.
The third paragraph of the decree APP
pealed from ordering the defendant. Dem
mis- f. Corners. to pay into the treasury
of the corporation all sums received for
his salary rs president in excess of $1,000
per year with interest thereon. is af-
firmed; and will be Incorporated in the
new decree
Inc lpttflH iititatSidpn OF Tue btcfee
appealed from, requiring the defendant.
Edward +. Corners. to pay into the
treasury of the company all sums re-
cciVed by him for his salary as sccretar
in excess of $l0o9 per year. with intcrc
thereon. is affirmed, and will be inco.-
porated in the new decree.
cree will determine what sums, il am.
have been received by the defendant,
Dennis T., and Edward + Corners. q
account of the salaries so voted to the
rpSnpptINplN.
We're drawn by them. The provision To-
the appointment of master will l.
omitted from the new decree.
lnasmuch as the evidence does no.
| present a case requiring or autherzin
| the appointment of Il receiver, the pre-
vision in the decree appealed from, re-
the new decree.
Fill sustained with a single bin Of
costs as stated in the opinion.
Decree in accordance with the opinion.
Charles l.. Chaplin ". Little Blue
school. Franklin County. Rescrpt,
Whitehouse. G. J.
In this action the plaintiff a resident
Of Springfield. Mass. seeks to recover
| back the sum Of Sl42S5 alleged to be due
him as an uneafned balance Of advance
payments made by him to Mr.. Church
| the manager of the defendant school Sit
uated in Pennington, Maine for tuition
and expenses of his minor son Charles
who was q pupil in the school for about
| five weeks in the fall of 1863 but left at
| the suggestion of Mi. Church ON account
| of illness manifested by epleptic convul-
sions. The case comes to the law court
| on report,
The school catalogue states that he cX-
pense for tuition and board for the two
| sessions of l6 weeks each, which consti-
tute the school year. is 500 payable
| one-half at the opening of the school in
September and one-half on the 18th of
| January. 1t also contains these proVis-
ions. Pupils by their presence in ,he
school are registered for the fun school
year. No abatement is made from these
terms for any reason other than that of
| Illness, when an allowance of seven dol
lars a fun week for board While absent
| is made
The hoy entered the school. and the
plaintiff paid in advance the required
tuition of $50 for one-haIf of the year
and a deposit of $50 for expenses, In adj
dition TO the registration fee, and S10.7
for railroad fare. toai of Si35.t0.
1t is familiar law that if one makes
an offer of certain sum to settle an
open and unliquidated account, and at
taches to his offer the condition that it
must be accepted if at all, in full salts
faction of the claim in dispute, the party
receiving the sum offered viii be taken
to have accepted IL subject to the condi-
ton attached TO 1t, and il will operate
as an accord and satisfaction. even
though the party receiving IL declares.