Michaels

In their petition for a rehearing in cause No. 7255 respondents criticise the paragraph of the opinion *365 reading: “And also that, because of the allegations relating to the pledge of this stock to the Marine Bank before this suit was commenced the bank is a necessary party to this litigation, and that, if these allegations are found to be true, then the corporation may no longer assert the invalidity of the stock under the settled rule of the cases cited.”

Respondents now offer in this case to prove that the pledge of the stock of the Marine Bank was fully satisfied and that the loan was repaid. Whether this was done before the trial of the cause is not stated. However, the language referred to was not necessary to the opinion and is, therefore, stricken out.

Respondents also complain of the portion of the judgment limiting the issues on the retrial as to appellant Thompson, which withdraws from the retrial the issue of fraud as to this appellant. This was done because the parties have had their day in court on that issue. The respondents failed to prove anything but a suspicion of fraud, while the only competent evidence on the subject, including the presumptions and…

The two plaintiffs, as stockholders in the defendant laundry corporation, sued to have it declared that the sales of treasury stock of the corporation to defendants Bull and Thompson were void. The cause was tried by the court without a jury and resulted in a judgment for plaintiffs as prayed. The defendants Bull, Fletcher and Craft joined with the corporation in an appeal from the judgment. The defendant Thompson prosecutes a separate-appeal. Both appeals are presented on a joint bill of exceptions.

The two plaintiffs constituted the minority of the board of directors of the laundry company. The defendants Bull, Fletcher and Craft constituted a majority of the board. The corporation was capitalized for $200,000, divided into 200.000 shares. Seventy thousand shares had been issued and were outstanding at the time the events mentioned herein arose. Of this number Michaels owned and held 37.000 and was in control of the corporation affairs and business. The three director defendants petitioned the state corporation commissioner for leave to issue 30,000 additional shares from the treasury in order to liquidate outstanding indebtedness of the corporation. The two plaintiffs opposed…

[EDITORS' NOTE: THIS PAGE CONTAINS HEADNOTES. HEADNOTES ARE NOT AN OFFICIAL PRODUCT OF THE COURT, THEREFORE THEY ARE NOT DISPLAYED.] *Page 351 [EDITORS' NOTE: THIS PAGE CONTAINS HEADNOTES. HEADNOTES ARE NOT AN OFFICIAL PRODUCT OF THE COURT, THEREFORE THEY ARE NOT DISPLAYED.] *Page 352 [EDITORS' NOTE: THIS PAGE CONTAINS HEADNOTES. HEADNOTES ARE NOT AN OFFICIAL PRODUCT OF THE COURT, THEREFORE THEY ARE NOT DISPLAYED.] *Page 353 The two plaintiffs, as stockholders in the defendant laundry corporation, sued to have it declared that the sales of treasury stock of the corporation to defendants Bull and Thompson were void. The cause was tried by the court without a jury and resulted in a judgment for plaintiffs as prayed. The defendants Bull, Fletcher and Craft joined with the corporation in an appeal from the judgment. The defendant Thompson prosecutes a separate appeal. Both appeals are presented on a joint bill of exceptions. The two plaintiffs constituted the minority of the board of directors of the laundry company. The defendants Bull, Fletcher and Craft constituted a majority of the board. The corporation was capitalized for $200,000, divided into 200,000 shares. Seventy thousand…