Appeal, No. 174, Jan. T., 1960, from decree of Court of Common Pleas of Clearfield County, Nov. T., 1957, No. 1, in case of Howard V. Thompson v. Curwensville Water Company et al. Decree affirmed.
William U. Smith, with him Smith, Smith & Work, for appellants.
Glenn E. Thompson, for appellee.
Before Jones, C.j., Bell, Musmanno, Jones, Cohen and Eagen, JJ.
OPINION BY MR. JUSTICE BELL,
Plaintiff filed a complaint in equity against the Curwensville Water Company and Howard J. Thompson, his father, praying that a certificate for 10 shares of the capital stock of the Water Company be transferred and delivered to him, and also claiming large sums of money for unpaid salary or compensation for labor performed for the corporation prior to January 1, 1942. This appeal involves only the stock.
In October, 1922, defendant Thompson purchased all of the capital stock of the Curwensville Water Company consisting of 550 shares. Plaintiff alleged and proved that on Christmas Day, 1922 defendant gave and delivered to him a certificate for 10 shares of the Water Company stock - certificate No. 49, dated October 2, 1922. In the certificate and on the books of the corporation plaintiff was registered as the owner of 10 shares. Plaintiff placed his stock certificate in the corporation's safe. At that time plaintiff was secretary and manager of the corporation and had access to and knew the lock combination of the company safe. He continued as secretary and manager of the company from 1922 to 1941, during which period tho corporate minutes show that at the annual shareholders' meetings plaintiff was a shareholder of the corporation.
In 1941 plaintiff's father caused the corporation to dismiss plaintiff from his position as secretary and manager of the company. Since that time there is no record in the corporation's stock books that the plaintiff is a stockholder; he never attended any stockholders' meetings; he did not know where the 10 shares of stock in question were; nor did he know where the company safe was or its combination. There is a dispute as to whether the father thereafter talked with his son. In any event it is clear that their relationship was hostile. Plaintiff never made any assignment or transfer of the 10 shares of stock in question, nor did he ever release whatever interest, if any, he held therein.
In 1956 defendant Thompson without his son's permission took the certificate for the 10 shares of stock in question from the company safe, marked the certificate canceled, and then issued to himself a new certificate of stock for 10 shares. The new certificate was dated October 6, 1956. When plaintiff learned in 1957
of this action of his father, he demanded a return of this stock. When his demand was refused plaintiff filed the present ...