The Washington times., 1914-02-27
Nature of Litiga ton.


Nature of Litigation.
Explaining the naturr. uc tn liriCa-
i.on. Justice Sta afford says in his opin-
ION.
This is bill to enforce specific
performance of contract relating TO
The ownership. and control Of stock in
q; savings bank corporation.
The pricination bill was brought hy
lanes N. Baker against W al" l.. ''GCi'-
~ Thomas f Cooper. and the United
states SAVINGS Bank, corporation.
1T is alleged that Wade II. Cooper is
q resident of the District, Thomas +.
cooper a resident OF North Carolina,
lnu the corporation Il creature of the
state of West Virginia: that on or about
december 6, 1911, Baker owned 3H shares
- the capital stock of The bank and
VA. in position to control a sufficient
number of additional shares to make up
a majority of the capital stock: that
Wade II. Cooper desired 4 connection
18th the bank and that Baker and
Made II. Cooper negotiated with each
uther with the result that Baker Of
tered to assign and procure to he as
siSned to Wade H. Cooper a sufficient
number of said shares to constitute a
yOntrolling interest in the corporation
a the price of $40 4 share; that Wade
4 Cooper declined this offer, stating
shares. and that he did not desire
= controlling interest. that he was
an experienced banker. and that If
said go shares Were sold to him that
ne would consent to accept the presi-
sirncy of the bank, if elected, and TO
give to it's interests and management
his active and undivided attention: that
upon the faith of this representation
Baker sold and assigned to him cut OF
Bakers own holdings go shares at sl25
per share, with the priV.eSe of the
January, 1912, ) per cent dividend there
on making a net cost to said Cooper
Si22 per share. and that largely through
the recomme<S Sation and support Of Ba-
icer. said Cooper was elected president
i! January, 1872. and accepted and en-
tered upon the duties of the office. which
still retains.
The Agreement.
'''fle bill alleges that a further agree
msnt was also entered into between
Baker and said Cooper in or about the
said month of December, 1911. that they
would unite with each other IN the pur-
chase from time to time of such further
shares of the capital stock Of the said
bank as might be on the market for
sale, the terms of their said agreement
he!ng that all the shares so purchased
SlpIEu Bt sssSl5ISu "
until his aoidinss aggregated go
shares. equal to the number held by
The said defendant and that all shares
purchased thereafter should be divided
between them equally, so that their
holdings should be equal that soon
after the election OF said Cooper as
president, to-wit, some time in January,
1872 Baker accordingly informed
Cooper that Karricli owned 1i0
shares which he understood Karricll
would he willing TO dispose of, and
tiereurCn Cooper requested Baker 10
leave to him the matter of their pur-
rhase. saying that he would under
takc 20 purchase the shares if Kar-
rick decided TO sall, and Baker, rely
ing upon said agreement. complied
that Baker heard nothing imrne edia tely
3 bout the said Karrick shares, but OH
or about February I. 1912, Cooper,
pursuant to the said agreement. pur-
Chased and caused to be assigned to
the said bank: that a considera BIZ
time later. to wit, on or about the
ninth day Of March, 1912, Baker learn
ed that Cooper had purchased the
Karrick shares for himself and that
Cooper the nadmitted TO Baker that
he had done so: that at first Cooper
declined to assign said shares to Ba-
keT. although ne expressly admitted
the said agreement, but afterwards at
tho same interview stated that he
would adjust the matter on the fol-
lowing day"