Adams v. Hare

Argued January 16, 1934. Trespass for deceit.

The facts are stated in the opinion of the lower court, by PARRY, J., as follows:

The plaintiffs in this case, one hundred and twenty-nine in number, were stockholders in the National Credit Corporation. On June 30, 1926, the defendant, Hare Chase, Inc., of which the other defendants were officers or directors, offered to buy the stock of The National Credit Corporation and give in exchange stock in Hare Chase, Inc., together with $7.75 in cash for each share of preferred stock. The letter making the offer contained certain statements as to the financial condition of Hare Chase, Inc., and the general nature of its business. Upon request Hare Chase furnished copies of its semiannual report of May 31, 1926. Subsequently the offer of Hare Chase, Inc., was accepted by each of the plaintiffs and the shares were exchanged according to its terms.

The plaintiffs aver that certain statements and representations made in the offer from Hare Chase, Inc., and in its semiannual report were false; that in these statements liabilities were concealed and assets of no worth were carried as valuable; that the shares in Hare Chase, Inc., given to the plaintiffs were in fact worthless; that the defendants knew or should have known the falsity of the statements, and that the plaintiffs entered into the transaction in reliance upon these representations.

The defendants who were served filed affidavits of defense raising the question of improper joinder of parties plaintiff and it seems to us that they are improperly joined. The cause of action set forth in the statement of claim is founded on a duty of care and of disclosure owed to each plaintiff personally, not to a collective group. The plaintiffs are not suing as a corporate body nor could they do so. Each plaintiff is the vendee in a sale in which he claims to have been defrauded and deceived; his cause of action, if he have one, may be identical with that of other plaintiffs but it is not common to them all.

The affidavits of defense raising questions of law are held sufficient and judgment is entered for the defendants.

Plaintiffs appealed.

Errors assigned were sustaining of affidavits of defense, referring to record. The judgment is affirmed on the opinion of the learned judge in the court below.