Coolidge v. Goddard

Sales. Misrepresentation. Eour hundred and ten shares of the stock of an electric light company recently organized were paid for to the company, hy its stockholders, at the rate of one-third of the par value of one hundred dollars a share. The plaintiff sold five of his shares, thus paid for, to the defendant at par, representing that all stockholders had paid for their shares at par. Meld: That the plaintiff’s statement was a misrepresentation of a material fact; that the defendant would have the right to infer from the representation that the company had assets of forty-one thousand dollars, instead of assets of only one-third of that amount.

On exceptions and motion to set aside the verdict, from the superior court. Assumpsit for the recovery of the price of five shares of stock of the Arnoux Electric Light and Power Company of Maine. At the trial the defendant seasonably requested the presiding justice to give the following instruction to the jury : " If the jury find that the plaintiff, being the president of the Arnoux Electric Light and Power Company of Maine and in a position to have superior knowledge as to the financial standing of the company, at his first conversation with the defendant on Middle street stated to the defendant in substance, as a matter of fact, that every one who was interested in the stock of that company had paid par value for it and that the defendant could, have it on the same terms as all others had received it upon, and. if this statement was made by the plaintiff to induce the defendant to make the purchase of stock and was believed and relied, upon by the defendant, and was untrue, and if the jury further-find that within a reasonable time after discovery of said untruth the defendant returned, or offered to return the certificate of' stock to the plaintiff, or his attorney, in rescission of the trade,, then the plaintiff is not entitled to recover in this action.” But the presiding justice declined to give the requested: instruction, and ruled as matter of law that if all the fraudulent, representations alleged were proved to have been made by the-plaintiff, they were in themselves, even if the defence were sustained in all other essential particulars, mere statements of value or matters of opinion and not such as the law deems-material and actionable ; that such proof would afford no defenceto the action, and the jury should pay no attention to that branch-of the defence which was based upon the allegation of fraud. The verdict being for the plaintiff for five hundred sixty-four dollars and ninety cents, the defendant alleged exceptions. Other material facts are stated in the opinion. The statements of the plaintiff, construed in the most favorable light for the defendant, were statements of value, statements of prices paid by plaintiff or by others, mere " dealer’s talk,” such representations afford no ground for an action of deceit, nor do-they constitute a defence to an action for the price and cases-cited; see also : Long v. Wood,man, 58 Maine, 52 ; Martin v., Jordan, 60 Maine, 532; Holbrook v. Connor, lb. 580; Bishop v. Small, 63 Maine, 12; Boioen v. Davis, 76 Maine, 225 ; Ellis v. Andrews, 56 N. Y. 85 ; Brown v. Castles, 11 Cushing, 350. At the trial in the superior court, the defendant relied upon the following cases: Litchfield v. Hutchinson, 117 Mass. 195 ; Savage v. Stevens, 126 Mass. 208; Teague v. Irwin, 127 Mass. 217; Bannister v. Alderman, 111 Mass. 263; Fisher v. Méllen, 103 Mass. 506 ; Fogg v. Pew, 10 Gray, 409; Hubbell Meiggs, 50 N. Y. 490. In the cases in 117, 126, 127 and 111 Mass, the representations were of some material fact, as to the character, or situation or quality of the property, and not statements of value or of prices paid; It is not seen that either Fisher v. Mellen ■or Fogg v. Pew, are at all applicable to this case, while the only ■similarity between the facts in Hubbell v. Meiggs, and this case is that the subject of the contract of sale is stock. cited: Lawton v. .Kittredge, 30 N. H. 500; Bigelow on Fraud, 20, 21, 24, 60, 71. See Fogg v. Pew, 10 Gray, 409 ; Manning v. Albee, 11 Allen, 522; Bradley v. Poole, 98 Mass. 179; Litchfield v. .Hutchinson, 117 Mass. 195 ; Teague v. Irwin, 127 Mass. 218 ; Sharp v. Ponce, 74 Maine, 470; Campbell v. Fleming, 1 Adolf. & Ellis, 40;. Cooley on Torts, 494-495 ; See Cargill v. .Bower, L. E. 10 Chan. Div. 502; Benjamin on Sales, 4th Am. ■ed. 521, 523; Bedford v. Bagshaw, 4 Hurl. & Norm. 538; Baglesfield v. Marquis of Londonderry, L. E. 4 Chan. Div. ■693 ; Morgan v. Slciddy, 62 N. Y. 326; Bishop v. Small, 63 -Maine, 13. ,