Com. ex rel. Langdon v. Patterson , 158 Pa. 476 ( 1893 )

COM. EX REL. LANGDON v. PATTERSON.

Opinion by

Mr. Justice Mitchell,

The evidence shows that the disorder at the meeting on February 23, was begun by the relator and his friends in the attempt to substitute a chairman of their own party for Mr. Patterson, who having been chosen at the original meeting was entitled to call the adjourned meeting to order, and to continue to preside unless superseded in some orderly and recognized parliamentary manner.

The subsequent disorder was at least as much the fault of the relator’s party as of the appellant, and, such as it was, was practically over before the former started to withdraw. In fact the conclusion is irresistible from the evidence that the withdrawal was not in good faith to escape disorder, but a cover, for carrying out a preconceived scheme to organize and run the meeting in their own interests. The call to withdraw was not to all stockholders, or even to all desiring an orderly and legal election, but to the party of the relator, and was so understood, both by themselves and the others. It was without any justification in law, and there was no sufficient evidence to submit to the jury in that behalf. The subsequent invitation to the others to come over and vote in a meeting thus illegally convened and in possession of the seeeders was ineffectual to cure the radical defect of organization. All its acts were illegal, and mere nullities as against the other stockholders. The jury should have been directed to find for the defendants.

Upon the computation of votes, it does not appear that appellant Patterson has made out his claim to the six hundred shares of stock in such form as to entitle him to vote upon them. This number must therefore be deducted from the sum total of appellant’s vote, leaving him 348.

But on the other hand there were cast for the relator a number of votes that were clearly not admissible. A few were cast by persons holding proxies from owners of stock who were present and voting in person at the other meeting. But the prificipal contention is over the effect of the agreement of January 5, 1893, between Langdon and certain stockholders for the sale of their stock. This was a contract of present sale, and the vendors parted with possession. It is true the stock was delivered to a third party to be held in escrow, and the vendors retained a contingent right to resume title on Lang-don’s failure to comply with the terms of the sale, but the whole present beneficial interest of the vendors was [parted with, and no act of their own could restore it. They parted expressly with the right to vote in the interim while the contract was executory, by agreeing that such right should be in Langdon. 'I hey were not present owners in any such sense as to entitle them to vote. Whether Langdon could have voted the stock thus acquired within sixty days of the election, we need not consider, as he made no offer to do so.

The act of May 7, 1889, P. L. 102, does not bear materially on this case. That act, as was held in Com. ex rel. v. Dalzell, 152 Pa. 217, so far as it is more than declaratory of the common law, is “ a directory establishment of the prima facies in the cases enumerated therein, for the guidance of the election officers, but not intended to interfere with the privileges of individual owners, or the by-laws of corporations, and certainly not to take away or settle finally any legal rights.” Prima facie the right to vote accompanies the legal title, but when the title is divided, and an equity exists, as between pledgor and pledgee, trustee and cestui que trust, or, as in the present case, between vendor and a vendee with a title inchoate until payment, the right to vote is subject to the agreement of the parties. This is the rule, not only of the common law, but also of the act of 1889. Our attention has not been called to any by-law of this corporation which in any way affects this result.

The right to vote on the stock sold by the agreement of January 5, 1893, was, as already said, expressly vested in Lang-don, and therefore, even if the vendors had offered to vote it at the regular and legal meeting, they could not have been permitted to do so. Throwing out these illegal votes, the appellee would have had no claim to a majority even if the vote for him had been cast at the regular meeting.

The judgment of ouster is reversed and the appellant is reinstated in his office of president. Costs to be paid by appellee.

COM. EX EEL. LOUDEN ET AL. V. BELL ET AL.

Opinion by

Me. Justice Mitchell,

November 13, 1893:

This ease was argued with Com. ex rel. Langdon v. Patterson, and is governed by the facts and law set forth in the opinion filed herewith in that case.

Judgment of ouster reversed and appellants reinstated in their office of director. Costs to be paid by appellees.