Krumbhaar v. Griffiths , 151 Pa. 223 ( 1892 )

Opinion bv

Mb. Justice Stebbett,

In this case, the learned master found and reported the facts together with his opinion as to the law applicable thereto, and recommended the dismissal of the bill. After hearing and consideration of the exceptions filed by plaintiff, the learned court dismissed the- same and confirmed the master’s report.

The master’s findings of fact and conclusions of law, together with the authorities in support of the latter, are so fully presented in his clear and exhaustive report that we find it unnecessary to refer to them in detail.

A careful examination of the pleadings and proofs, aided by the very able argument of the learned counsel for appellant, has failed to convince us that there is any substantial error either in the findings of fact or conclusions of law.

Where, as in this case, the master’s findings of fact have been approved by the court, our uniform practice is to treat them as conclusively correct, unless the contrary clearly appears. In this case, we see no reason to doubt their correctness.

After setting forth the circumstances which led up to and culminated in the sale of his stock, in the Pennsylvania Warehousing & Safe Deposit Company, to defendant Griffiths, who was then secretary of the company, the plaintiff, in the 9th paragraph of his bill, charges that at the time he sold the stock to Griffiths the latter had full knowledge of the negotiations with the Philadelphia & Reading Railroad Co. as set forth in paragraph 6 of the bill, and that he, Griffiths, falsely and fraudulently made the representations to plaintiff set forth in paragraphs 4 and 5 of the bill, with intent to deceive and defraud plaintiff and obtain from him his stock below its real value; that there was a duty on the part of Griffiths, as secretary of the company, either to give to plaintiff truthful answers to his questions for information, or to have remained silent, and that he cannot take advantage of his own fraud and misrepresentations to the damage of the plaintiff. This is the gravamen of his complaint.

In his answer, Griffiths denies that any such inquiries were made by the plaintiff, or that he replied untruthfully. At the hearing before the master, Griffiths was called by the plaintiff, as for cross-examination, and testified emphatically that at the time of the interviews referred to, and when he bought the plaintiff’s stock, he had no knowledge whatever of anything pending in the affairs of the company, nor any movement in prospect, likely to increase the value of its stock.

The purchase by Griffiths of plaintiff’s stock was concluded by the transfer thereof and payment of the consideration on February 13, 1890. The master finds that at that time the Philadelphia and Reading Railroad Co. had not exercised its option to lease all the piers of the Warehousing Company for a long term; that its intention to do so, if it really existed, had not then been communicated to any of the officers of the Warehousing Company, and was unknown to them and Griffiths. In point of fact, the railroad company had, at least once, up to that time, refused to exercise its option; that the consent of the railroad company was only finally given on February 17, 1890, and the lease was executed on February 19th and acknowledged by the officers of both companies on February 24, 1890, several days after plaintiff sold and transferred his stock to Griffiths.

The master further finds: “ It was the unexpected exercise by the railroad company of its option reserved in the first lease, and the leasing of all the piers of the Warehousing Co. for 99 years at an annual rental of $40,000, which, when' it became generally known, caused the price of the stock to suddenly rise.”

“ At the time Griffiths bought plaintiff’s stock, he did not know of anything that was pending, or of any movement, in contemplation, likely to cause a rise in the value of the stock, and, of course, he had no knowledge to impart to the plaintiff which he unfairly or improperly concealed.”

He further finds “ that Griffiths’ only knowledge of the negotiation with the Reading Railroad Co., at the time he bought plaintiff’s stock, consisted in the knowledge of the first lease, which was considered rather ■ disadvantageous than otherwise by the officers of the Warehousing Company. The existence of that lease was well known to the stockholders, and Griffiths had a right to assume that it was known to the plaintiff also.”

The finding of the foregoing and controlling facts was fully warranted by the evidence, and the same may be said as to other findings of fact, less important to the defence.

There appears to be no error in the application of the law to the facts found by the learned master. It is unnecessary to consider the specifications of error seriatim. There appears to be nothing in either of them that would justify a reversal of the decree.

Decree affirmed and appeal dismissed with costs to be paid by appellant.