Snow v. Boston Blank Book Manufacturing Co. , 158 Mass. 325 ( 1893 )

Allen, J.

When this case was before presented, (153 Mass. 456,) it seemed to us that, although the plaintiffs had not put themselves technically in proper position to save the question which they wished to argue, yet they should not lose their rights on this account, and that a statement of the facts and circumstances upon which the finding of loches rested should be given. Such supplemental report has accordingly been filed, which is as full and complete as was found possible at the late time when it was applied for; and it is sufficient to show that the general finding of loches was well warranted. The principal and latest transaction which the plaintiffs sought to set aside was the sale by the defendant corporation to Lyman and White. Though the date of this sale is not given in the report, the defendant’s answer avers that it was on July 17, 1888, and no suggestion has been made that this date was wrong. The plaintiffs’ former brief went on the assumption that it was right. The bill was filed on October 9, 1889, the plaintiffs having come to believe that Lyman and White had been guilty of fraud. The case was tried principally on the question of fraud, although the plaintiffs incidentally contended that, even if fraud were not established, they were entitled to relief, because of the action of Lyman and White as directors and otherwise for the corporation in its transactions with themselves. By the finding, actual fraud was negatived ; and, actual fraud being out of the case, it was found that as to all of the plaintiffs there was loches. It now appears that the number of stockholders was small; that their relations to one another were such that the business of the corporation was in a general way known to all; that the action of Lyman and White was open and unconcealed; and that no stockholder made objection to their participation in formal action for the corporation in transactions with themselves, until after innocent third persons had acquired rights in the property, and Lyman and White had incurred new obligations with reference thereto. From these facts loches might be inferred.

Decree affirmed.