Boston & Maine Railroad v. Oliver

<p>Case for negligence. Plea, the general issue. Trial by jury at the' June Term, 1905, Caledonia County, Munson, J., presiding. Yerdiet and judgment for the plaintiff. The defendant excepted.</p> <p>The plaintiff is the surviving mother of Homer A. Mc-Duffee, and the administratrix of his estate. He left neither father, nor wife, nor issue. The declaration consisted of counts seeking to recover, for the benefit of said estate, the damages sustained by the intestate on account of his alleged injuries from the date of the accident to his decease; and other counts seeking to recover for plaintiff’s own benefit, as next of kin, the damages sustained by her because of the intestate’s death. Yer-diet for the plaintiff for $3,500, — $500 for the benefit of said estate, and $3,000 for the plaintiff, as next of kin. It appeared that from about March 1, 1903, till October 10, 1903, the intestate was employed as freight brakeman on “the railroad,” and that he was born June 8, 1882. It appeared that at a point north of the railroad station at Newport, Yermont, on the east side of the main line railroad track and ten or twelve feet therefrom, stood a water tank, with spout thereto attached. Plaintiff’s evidence tended to show that on Saturday, October 10, 1903, about 12:10 P. M. the intestate looking southerly, was riding on the top of a freight ear moving northerly by said.station at the speed of about two or three miles an hour; that when passing said water tank the back of his head came in contact with said water spout throwing him “forward” upon the roof of the car, his cap falling to the ground; that he arose, descended from the car, picked up his cap, remounted the car, and continued his duties as freight brakeman that afternoon on a train running from Newport to Lyndonville, where he resided; but that on that afternoon, on the trip to Lyndonville, he told a trainman that he “felt rotten,” his “head ached,” and that on his return home that afternoon he complained to plain

<p>Bill in equity filed July 1, 1873, alleging that the plaintiff was and for more than a year had been a stockholder of the defendant corporation, which was a corporation owning a railroad in Chis Commonwealth, and which was and had been for many years consolidated with a corporation of the same name, created by the State of New Hampshire, and owning a railroad in that state, and with another corporation of the same name, created by the State of Maine, and owning a railroad in that state; that a corporation, called the Lowell and Andover Railroad Company, had been created, under the general law in relation to railroad corporations of this Commonwealth, for the purpose of constructing a railroad from Lowell to Andover, there to connect with the railroad of the Boston and Maine Railroad; that the Lowell and Andover Railroad Company had done nothing towards the construction of their road, and neither had nor could obtain sufficient means to construct it, unless they were enabled to do so by the credit obtained by making a lease of their road to the defendant corporation; that it had agreed with the directors of the defendant corporation to lease their railroad, when constructed, to that corporation for ninety-nine years, for seven per cent, a year upon the cost of its construction; and that the defendant’s directors had agreed to take this lease when it should be approved by the vote of a majority of its stockholders ; that the directors called a meeting of the stockholders to vote upon the question of authorizing the directors in behalf of the corporation to make the lease, when the road should be constructed; that this meeting was held June 3, 1873, and that the stockholders then voted to approve of the terms of the proposed lease, and to authorize its execution; that this lease had been agreed upon for the purpose of giving credit to the Lowell and Andover Railroad Company, so as to enable that company to obtain means to construct the road, which otherwise it could

<p>This was an action of trespass on the case, in which the plaintiffs alleged substantially in their declaration the following facts: — -</p> <p>The Boston and Lowell railroad corporation, by their act of incorporation, passed on the 5th .of June, 1830, (St. 1830, c. 4,) were authorized and empowered to construct a railroad, at or near the city of Boston, and thence to Lowell, in such manner and form as they should deem most expedient, and to lay the same out four rods wide throughout its whole length; with the right to collect and receive tolls for their sole benefit from all passengers and property, which might be carried on their road, at such rates as might be agreed on and established by the directors. By the twelfth section of this act, it was enacted as follows: “ That no other railroad, than the one hereby granted, shall, within thirty years from and after the passing of this act, be authorized to be made, leading from Boston, Charlestown, or Cambridge, to Lowell, or from Boston, Charlestown, or Cambridge, to any place within five miles of the northern termination of the railroad hereby authorized to be made; ” “ provided that the state might authorize any company to enter with another railroad at any point of the Boston and Lowell railroad, paying for the right to use the same, or any part thereof, such a rate of toll as the legislature might prescribe, and complying with such roles and regulations as might be established by the Boston and Lowell railroad corporation, by virtue of the fifth section of this act of incorporation.”</p> <p>On the 15th of March, 1833, by an act of the legislature then passed, (St. 1833, c. 109,) the Andover and Wilmington railroad corporation was established, with power to construct a railroad, four rods wide, commencing at or near the south parish meeting-house in Andover, and thence to the Boston and Lowell railroad in Wilmington, so as to form a branch thereof, in such manner and form as they might deem expedient ; and with

Corporations—Shareholder Derivative Action—Closely Held Corporation—Civil Theft—Piercing the Corporate Veil—Alter Ego—Dividends and Distributions—Statute of Limitations. Father assigned his stock in the Liquor Barn, Ltd. (Liquor Barn) to his son Gary, who was the company's sole director and majority shareholder. The two other Tisch siblings (the Tisch siblings) held nonvoting shares in Liquor Barn. The Tisch siblings filed a complaint against Gary alleging various causes of action related to his fiduciary duties. A jury found that Gary had committed civil theft against the Tisch siblings individually and against Liquor Barn by using the Liquor Barn profits for his private use. It awarded the Tisch siblings treble damages on the civil theft claim. The trial court entered judgment against Gary and Liquor Barn and awarded the Tisch siblings costs and attorney fees. Gary moved to amend the judgment, arguing that the trial court erred in piercing the corporate veil and that this error would prejudice Liquor Barn's creditors. He then filed a combined motion for new trial and relief from judgment, arguing that the trial court erred in disqualifying his expert witness and in piercing the corporate veil. The trial court denied the postjudgment motions and awarded the Tisch siblings attorney fees that exceeded the lodestar. On appeal, Gary contended that the trial court erroneously found that he, as an individual, and the Liquor Barn were "alter egos." Here, the record shows that Gary comingled his personal and other business funds with the Liquor Barn's funds, kept inadequate corporate records, routinely disregarded the legal formalities of declaring shareholder distributions and filing taxes related to payments he made to himself, and used corporate funds for noncorporate purposes and Gary's position as controlling and sole voting shareholder facilitated his misuse of Liquor Barn's funds. The record also shows that Gary used the corporate fiction to defeat the Tisch sibling

Probate—Disability—Conservator—Fiduciary Duty—Conflict of Interest—Jurisdiction—Civil Theft. Black is the former conservator for his mentally-ill sister, Joanne. When he filed his petition to be appointed conservator, he did not tell the probate court that he sought the appointment to disclaim Joanne's interest in payable-on-death (POD) assets so that they could be redistributed in accordance with his and his children's expectations of his mother's estate plan. Nor did he disclose this conflict of interest when he requested authorization to disclaim Joanne's assets. Black later admitted this conflict. The probate court found that Black breached his fiduciary duties and committed civil theft by converting his sister's assets for his own benefit. Specifically, the court concluded that Black failed to adequately disclose his intent to use a disclaimer to divest his sister of one-third of the (POD) assets, and therefore did not have the court's authorization to redirect the assets. The court determined that his actions were undertaken in bad faith and satisfied the elements of civil theft. Based on its findings, the court surcharged Black in the amount of the converted funds and then trebled those damages under the civil theft statute. On appeal, Black first argued that the probate court lacked jurisdiction to enter the hearing order because only a CRCP 60(b) motion, and not a motion to void the disclaimer, could undo the court's order authorizing the disclaimer. However, the motion to void the disclaimer did not seek relief from a final order. Instead, the motion alleged that Black had breached his fiduciary duties to Joanne while acting as conservator, and it sought to unwind a transaction based on this breach. Thus, the probate court's jurisdiction was based on the court's authority to monitor fiduciaries over whom it has obtained jurisdiction. Accordingly, the court had jurisdiction to adjudicate the allegations and issues raised by the motion to void the disclaimer