Bata v. Bata , 108 N.Y.S.2d 659 ( 1951 )

Vae" Voobhis, J.

In affirming the judgment determining plaintiffs to be the owners and entitled to the immediate possession of the certificates representing the 826 shares of stock of the Swiss corporation known as Leader A.G., which are the subject of this action, we affirm the findings of fact incorporated in the able opinion of Mr. Justice Schbeibeb concerning the applicable Czechoslovakian law, the absence of any enforcible oral or written contract for the sale of his holdings from Thomas Bata to Jan A. Bata, the devolution of the legal title to Thomas Bata’s ownership in the Bata enterprises upon his death to his widow and son, Marie and Thomas J. Bata, the absence of any determination against them constituting res judicata in the courts of Czechoslovakia, the inapplicability of the cited Czechoslovakian Statutes of Limitation, and that the evidence fails to establish that Jan A. Bata ever had actual or constructive possession of the 826 Leader A.G. shares in suit under claim of right. The applicable Czechoslovakian law is so different from ours, that what was done there is in no sense analogous to probating Thomas Bata’s alleged will.

Other litigations between these parties are pending concerning the ownership of other securities in Bata companies, whict are not sub judice in this action. We make no attempt to determine what effect, if any, the decision of this action may have upon such controversies. We do not rest our affirmance of the judgment in this action, however, upon any findings that plaintiffs were not informed at or soon after the death of Thomas Bata of the truth concerning the paper dated May 10, 1931, purporting to constitute a sale of all of his property to J. A. Bata for 54,300,000 crowns, nor concerning his will dated May 19, 1931, which were found in his safe, nor concerning his previous wills, nor upon any reliance by plaintiffs or either of them upon the validity of any alleged oral agreement to sell between Thomas and Jan A. Bata, nor that Jan A. Bata defrauded plaintiffs in what he did subsequent to his brother’s death until 1939, and whatever particular statements are contained in the opinion that constitute findings of ultimate fact to those effects should be reversed.

It is rather clear that Thomas Bata operated his enterprises, both inside and out of Czechoslovakia, as though he were the sole proprietor thereof, even after the formation of Bata a.s. and Leader A.G. during the year before his death. He was advanced in his thinking regarding employee relationships, , but, insofar as the management was concerned, he believed that authority should be concentrated in a single head. He apparently intended that upon his death his mantle should fall upon the shoulders of his brother, who bore the name of Bata, but that his son, then seventeen years old, should be trained to succeed J an A. Bata in the same role. The so-called agreement of sale dated May 10, 1931, and the will of Thomas Bata dated May 19, 1931, appear to have been designed chiefly, as Mr. Justice Schreiber has said, for tax purposes. The alleged oral agreement between the two Bata brothers appears to have had the same motivation. Thomas Bata probably considered that otherwise the large estate or inheritance taxes payable upon his death in Czechoslovakia would disrupt the family control of his enterprises. Whether a tax fraud was perpetrated upon the Czechoslovakian Government, which has now confiscated all of the assets in Czechoslovakia, is something that is not at issue in this lawsuit. It may well be that transactions were fabricated to give the appearance of a transfer of title in all of the companies which Thomas Bata had held to Jan Bata, in the expectation that he would treat it as a mere simulacrum and do what was right as between himself and his brother’s widow and son. If that was the intention, however, or whatever may have been the situation, it is too much to believe that Marie Bata and her son were not cognizant of it. They all endeavored to carry out what they understood to be the wishes of Thomas Bata, for whom everyone concerned held the highest regard, until Thomas Bata, Jr., and Jan A. Bata fell out in 1939 when Jan attempted to discharge Thomas from the organization. It is not significant in this case whether their disunity resulted from the stresses of war, the desire of Jan A. Bata to remain upon friendly terms with the Nazi government which had occupied the country in which their principal factory was located, or from other causes. Prior to this time, Jan Bata had advanced Tom in the business and had carried out, it may be assumed, to all intents and purposes his brother’s wishes for plaintiffs without much regard to where the proprietary interest in the enterprises lay.

There is no occasion to rehearse the other evidentiary facts which are so carefully set forth in the opinion of Mr. Justice Schreiber. We hold that the trial court correctly penetrated the fiction which was erected, whether for tax purposes or otherwise, and determined rightly that title to these 826 shares of Leader A.G. passed to plaintiffs. The conduct of the parties did not alter the actual devolution of these shares. We do not pass upon whether the Statute of Limitations would have run, nor upon whether plaintiffs would have been equitably estopped from asserting title if it had been established that Jan A. Bata had held possession of these shares under claim of right, and had been induced to assume corporate or other responsibilities inuring to the benefit of plaintiffs, in reliance upon words or conduct calculated to lead him to believe that they were conceding ownership in him to any particular security or securities. It is, of course, true that plaintiffs have never been paid 50,000,000 crowns which are referred to in the will as the purchase price of the alleged sale to Jan Bata. That, in itself, would prevent the declaration by plaintiffs in lieu of oath, and other-conduct in the estate proceedings in Czechoslovakia, from operating by themselves as an estoppel. A defendant, even in an action at law, is entitled to interpose whatever defenses he has, whether they were formerly denominated legal or equitable (Civ. Prac. Act, § 262). Upon this point we hold simply that an equitable estoppel has not been established with respect to these 826 shares of Leader A.G. stock.

The judgment appealed from should be affirmed, with costs. Settle order.