Thursday, November 21, 2013

Anderson v. Campbell case brief

Anderson v. Campbell case brief summary
223 N.W. 624 (1929)

Appellants, stockholders and a closely-held corporation, sought review of a decision of the District Court for Stearns County (Minnesota), which awarded a judgment in favor of appellees, the corporate officers of a separate corporation, in appellants' action to set aside certain conveyances of property and transfers of stock made by the corporation to the separate corporation as fraudulent pursuant to a consolidation agreement.

Appellants claimed that representations were made to induce the consolidation to the effect that a stockholder was to be retained as a foreman in the same kind of work as he had prior to the consolidation at a rate of $ 10 per day, and that large profits and large dividends were to follow. Such stockholder contended that he was subsequently discharged and that all the representations made by the corporate officers were untrue. Appellants further asserted that no formal resolution was passed or adopted by them that authorized the execution of a deed that transferred property to the separate corporation.


  • The court held that appellants' position was without merit. 
  • The stockholder in question was given the continued employment and a dispute arose over whether he was later fired or quit. 
  • The evidence reasonably supported the trial court's finding that no fraud occurred in the termination of the stockholder's employment. 
  • Regarding the property transfer, the court found that the meetings on the subject were all informal. 
  • However, informality was no indication of illegality and the evidence showed that all persons who had any interest in the transaction participated in the proceedings.

The court affirmed the decision of the trial court, which awarded a judgment in favor of the corporate officers.

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