The Brookings register. [volume] (Brookings, Brookings County, S.D.) 1903-1971, 1922-04-20

pedlS III us opinion, dIteT ulSCuSSlHS
the history and the facts and the con-
t~ention of the plaintiffs, and after COM
menting upon the fact that the Brict-
son Manufacturing Co, had submitted
to the proper state authorities In
South Dakota, Iowa and Nebraska, it's
proposed plans Of ~disposing OF it's
stock under the requirement or what
it called the Blue Sky law and which
plan vas approved, have the following
to say relative to the contract be-
tween o. A. Brictson and the corpora
ton:
The agreement between him (Brict-
SOM and the company that he should
be paid the stipulated salary was part
of the consideration for which he
transferred to it the manufacturing
plant at Brookings, all of the prop
erty in connection Herewith, the good
will of the business that he had been
heretofore conducting, and the right
to make the tire as his license under
his patent. Brictson has fully per-
formed that contract on his side, and
We are not advised Of any principle in
law or equity hat will relieve the
company from it's obligation under it,
and we find nothing in the record that
causes us to doubt hat it is a valid
and binding obligation between those
who made it. Moreover, it was fully
disclosed on the cOmpany's records
and the appellees (ClOse, ct ALL did
not become interested in the
as stockholders until after the con
tract was made. 1t was not concealed
from them, and they are not in a posi-.
ton to attack it Oh any ground"
The court in it's opinion in speak
ing of Mr.. Brictson has the following
to say:
"The trial court, passing on the
facts, expressly eXonerated Brictson
from dishonest or fraudulent conduct
and from all limitations that he con-
templated doing anything as an Off
Ger of the company that he was not
lawfully entitled to do. 1t (the trial
COURT found that he (Brictson) had
carefully looked after and preserved
the company's assets which came into
his hands. No other finding could
have been made on the facts"
The court in its opinion speaking
Of the removal Of the factory has the
following to say:
Undoubtedly, the removal Of the
f1PtnrV tn Omaha on1 tho tive Co.,
construction of proper buildings for
that purpose was a question wholly
intra wires to be controlled by the
stockholders and the board Of direc-
tors, each speaking on appropriate oc-
casion under the charter and bylaws
and there was no showing that the
officers were directed to proceed in
that matter after the site was pur-
chased, or at any time; on the con-
trary, there was testimony that that
had not yet been done because of
present extremely high cost Of erect
ing the proper structure"
The court further in concluding it's
opinion says:
I'VE are clearly of opinion that
there was no basis, either in plead
ings or facts upon which a receiver.
ship a be rested and that there was
an abuse Of discretion in granting it;
and following the rule announced in
Smith VS.. Vulcan Iron Works, 165
U. s. SIS, the order will be reversed
with directions that the receiver be
required to return all property in his
hands to those from whom he received
it, that he be %thereupon discharged.
And, that the bill be dismissed at COM
p~lainants costs"