Prichard v. Abbott

Briscoe, J., delivered the opinion of the Court. This is a proceeding by a bill in equity, filed in the Circuit Court No. 2, of Baltimore City, by the appellee against the appellants, to compel a transfer and assignment to the appellee of thirty-five shares of the capital stock of the Imperial Bottle Cap and Machine Company, a corporation of the. State of Delaware, but doing business in this State, which stock had previously been assigned by the appellant, Marion M. Prichard to Mae M. Prichard, his wife. The bill prayed for an injunction to restrain the further sale ⁵⁶¹ or transfer of the stock, and also to restrain the appellant, Marion, from selling or in any manner disposing of the appellee’s stock under a certain power of attorney from the appellee to the appellant, and that the power of attorney be revoked.

The case was heard upon bill, answer and testimony and from a decree of Court granting the relief as to the re-assignment to the plaintiff of the thirty-five shares of stock, transferred front the husband to the wife, this appeal has been taken. The true state of the case, and the one which appears to be supported by the proof, seems to be this. On the 15th day of January, 1902, the appellee, Abbott, executed and delivered to the appellant, Prichard, a power of attorney to make sale of one hundred shares of stock of the Imperial Bottle Cap and Machine Company owned by the former, with power to assign and transfer it to the purchaser thereof, and to accept the money paid therefor; with the condition that the sale, price and assignment should not be made known to any parties, either by Prichard or the purchaser. Prichard was the secretary of the company, and was employed by one Raleigh, who was interested in securing subscriptions to the stock of the company, and was to be paid a certain compensation for the services to be so rendered.

According to the testimony disclosed by the record the contract of employment was made by Raleigh and Prichard, and the latter was to be paid by the former for the services in procuring subscriptions to the stock. The contract between the appellant and the appellee, as evidenced by the power of attorney dated the 15th day of January, 1902, relates to the contemplated sale of one hundred shares of stock belonging to the appellee. Thirty-five shares of this stock were transferred and assigned by the appellant to-his wife and is the stock here in controversy. The bill charges that on or about the 14th of February, 1902, the appellant sold twenty-five shares of the stock and collected therefor the sum of eight hundred dollars, but represented to the appellee that he had lost the money on the street.

Subsequently, relying upon the statement thus made ⁵⁶² and upon the request of the appellant, he was authorized to sell more of the stock, under the power of attorney, and to pay the proceeds of sale to the appellee together with the amount claimed to have been lost. The bill then charges that instead of selling the stock under the power of attorney for the benefit of the appellee as authorized, he wrongfully transferred to his wife thirty-five shares thereof, and as secretary of the company caused a certificate therefor to be issued and delivered to his wife without any consideration whatever, and she now holds the certificate without having paid anything for it. The defense relied upon by the appellants as set out in the answer, is based upon an alleged indebtedness of sixty shares of stock for services rendered in procuring subscribers to the capital stock of the company under an agreement between the. appellant and one Raleigh, and the