Minneapolis Association v. Canfield

Citations

• 121 U.S. 295
• 7 S. Ct. 887
• 30 L. Ed. 962
• 1887 U.S. LEXIS 2053

Syllabus

<p>Ill November, 1872, K. was the owner of all the capital stock and in possession of all the real estate (using it as his own) of an agricultural association, incorporated under the laws of Minnesota. Two hundred shares of this stock he had purchased from G., giving notes therefor, secured by pledge of the stock, which notes and stock were transferred to a state bank by G. to secure paymeut of a loan to himself. One hundred shares of the stock were purchased by K. of M., who in like manner transferred them to the state bank as collateral. K. transferred the remaining shares to B. as collateral for his obligation to B., with authority also to .hold them as additional security for K.’s note, held by the bank, pn August, 3873, K. contracted in writing to sell a large part of the real estate to C, the purchase money to be paid in railroad bonds, and verbally agreed, to transfer all the capital stock, and procure a deed of the ..real estate from the corporation. C. had no knowledge of the transaction with the bank and with B. It was then agreed between IC., B., and the bank, that the bauk should take part of the. railroad bonds in exchange for the stock held by it, the stock to be sent to the Park Bank in • New York for exchange, and IC. gave an order on C. for the bonds. In pursuance of the agreement IC. procured a deed of the real estate to be executed by individual directors in the name of the corporation, which deed was never authorized by the directors at a meeting of the board, and delivered it to B. together with a warranty deed thereof in his own name. The order for the bonds was never presented to C., nor were the bonds deposited at the bank in New York, nor was the stock delivered to C.; but IC. retained the bonds and C.’s notes for his own use. C. took possession of the real estate and conveyed a part of it to a harvester company. The association and the state bank filed a bill in a state court- ' in Minnesota against C., to have the respective rights of the