Meyers v. Lasker

MR JUSTICE THOMPSON (R. L.) Delivered the Opinion op the Court.

This is a suit for conversion of corporation stock. A demurrer to the second amended complaint was sustained without leave to amend. A judgment was thereupon entered from which the plaintiff has appealed.

The second amended complaint alleges that the Lasker Finance Corporation took over the business and assets of the A. I. Lasker Company, a corporation, in October, 1925; that the plaintiff was the owner and holder of 316 shares of the capital stock of the A. I. Lasker Company, of the reasonable market value of $37,500; that, on November 1, 1925, for a valuable consideration the plaintiff executed and delivered to the defendant Rust & Co., her promissory note for the sum of $19,640, payable one year from the date thereof with interest at the rate of seven per cent per annum, payable at maturity; “that on or about the date aforesaid, the plaintiff delivered to the defendants Rust & Co., Nat Cordish, . . . and the Mutual Motors Incorporated of Delaware, . . . with her endorsement, stock certificates for the aforesaid described stock, as collateral security and as a pledge for the payment of plaintiff’s promissory note, ... on the agreement . . . [with said defendants] that the said stock would be held by the aforesaid defendants as collateral and a pledge for the payment of the said promissory note, and as a part thereof, and not otherwise, and that the said stock would not be sold or otherwise disposed of, and would return the said stock to the plaintiff in the event that plaintiff’s said promissory note was paid or released. That thereupon and immediately thereafter, and before the said promissory note of the plaintiff was due or payable, and without any demand for payment, and without the knowledge or consent of the plaintiff, the said defendants . . . converted the said

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stock and the whole thereof; that the said defendants . . . did thereupon and immediately thereafter sell and deliver the said stock to the defendants A. I. Lasker and the Lasker Finance Corporation with full knowledge and notice by the said defendants A. I. Lasker and the Lasker Finance Corporation of the interest of the plaintiff in and to and ownership of the said stock . . . That the defendants A. I. Lasker and Lasker Finance Corporation were not, and never have been the holders or owners of plaintiff’s said promissory note. . . . That the said stock, at the time it was converted by the said defendants, to-wit, on or about the 18th day of December, 1925, was of the reasonable and market value of thirty-seven thousand five hundred ($37,-500.00) dollars.” Whereupon the plaintiff prays judgment for $17,860, the alleged difference between the value of the stock and the amount due upon her promissory note.