Ryan v. Miller. THE MANAGEMENT. The stable will be managed by Jas. Givens, who has so successfully trained the horses owned by himself and Mr. J. N. Miller for the past five years. As a trainer Mr. Givens has no peer, which he has repeatedly proved by winning high class races with horses which had shown inferior form in other trainers' hands. Mr. Givens has lately refused several flattering offers to train for some of the heavy turf operators at a large salary. The booking operations of the firm will be managed by Mr. Frank Dayton, heretofore with the racing and booking firm of Dayton & Co. That he is a capable book-maker he has amply demonstrated by being a continuous winner on the block. He is a practical horseman, and is one of the few book-makers who make it their business to be at the track early every morning and time the horses in their trial workouts. He is considered the best judge of a trial-work in America, and he commanded a handsome salary at this class of work before he commenced booking for himself. Owing to these exceptional qualifications it is safe to predict that the booking operations of the firm will be extraordinarily successful [Here follows a description of the book-making business and its profits.] TO INVESTORS IN CO-OPERATIVE TURF COMPANIES. That co-operation in book-making and racing is a legitimate means of earning large profits is proved by the several dividend paying concerns in the West. The J. N. Miller Co. must not, however, be confounded with any of these mushroom organizations of uncertain durability and unreliable management which guarantee to pay only a small per cent weekly of the profits, no matter how large, and give the investor no stock in the enterprise. The incorporation of the J. N. Miller Co. gives each shareholder a legal title to a share of the cash capital, and the property of the company, and insures him his pro rata of the entire profits. We predict that the stock in this company will be worth $2 per share inside of six months. A FEW FACTS. There has never been a failure of a book-maker who has operated a stable in connection with his book. The four largest winners on the Western turf are bookmakers who have owned and operated stables. The capitalization of the J. N. Miller Co. is very low. It contains not one drop of water. The assets of the company will consist of cash and property to the full amount of the stock outstanding. This will insure dividends a great deal larger than in any other company of like earning capacity. In these days of watered stock investors will appreciate these evidences of square dealing. Ryan v. Miller. Later letters showed the profits which were being paid each week. Some purchasers of stock acted upon these letters as well as the prospectus. They also acted upon alleged oral statements made by the sellers of the stock to the effect that the business was a money-maker, and that Miller, the president of the corporation, was strong financially. There was some testimony to the effect that they thought they could draw out their investment at any time, but in view of all the facts these statements were too unreasonable to merit consideration. Von Puhl, one of the principal witnesses, gave a party five per cent commission to get him stock in the J. N. Miller Company. He was one of the late purchasers and received no dividends. Most of the stockholders received weekly dividends of four per cent and less until they had received some thirty cents on each dollar invested. Finally dividends were stopped and troubles arose resulting in this action. It is shown in the evidence that for some weeks the business earned money, and with this money so earned paid the dividends which were paid. Plaintiff not only fails to prove the charges of his petition in this regard, but on the contrary shows by the depositions which he introduced that these dividends were in fact paid out of the profits made during the first weeks of the corporation's business upon the race tracks at New Orleans. As above stated the proof fails to convince one of a sinister motive in the organization of the company. There is evidence both ways as to the value of the horses put in by Miller and Givens, but even this difference is slight compared with the wholesale charge made in the petition. That J. N. Miller was a well-known capitalist of Dexter, Missouri, is not denied. That he was the heaviest stockholder at the time of the prospectus is Ryan v. Miller. not denied. That the best horses of Miller's stable were taken for the company as stated in the prospectus is not denied. That Givens was a successful horse trainer is not denied by the proof. We might take up each statement, in the prospectus and letters (most of which statements are mere statements of opinion), and go through with them, and when the evidence in the record is compared with the charges in the petition, there is a total failure of proof. The evidence discloses that for a while the business was very successful, but finally misfortune overtook the book-maker, and heavy losses followed. The track conditions were bad, and the betting public picked the winning horses better than the book-maker. How this could be done is thoroughly explained by the evidence. The track and its condition at New Orleans, where the company was operating, are fully explained. The details of this explanation need not be set out. Suffice it to say that it stands unimpeached and as a part of plaintiff's case. It is further shown that the horses contracted disease and could not work, and that this entailed expense. The evidence put in by plaintiff reasonably accounts for the loss which the company suffered and its failure to pay dividends. At the time these proceedings were begun the corporation owned eleven head of race horses, the value of which under the proof varies, the highest value being something like $26,000. It owed but little in the way of debts. With these facts there is no merit in Ryan's claim or in the other claims. From the very beginning it was announced that the corporation would use its money to gamble on horse racing. The plaintiff and other purchasers of stock put their money in, knowing that fact. The prospectus announced the fact, and the witnesses all say that they understood their money was to be used Ryan v. Miller. in that way. They were not misled as to the purposes of the corporation. They knew just to what use their money was to be put, and further as sensible citizens must have known the hazards of race-track betting. These parties saw, or thought they saw, big interest on their investment. They were willing that the public should be fleeced for their gain, and yet, if by good fortune the public bettors succeeded in fleecing them, then they ask their associates in the business to return their money and they keep the profits. A court of equity should wash its hands of a deal of this kind. We are cited to the case of Hobbs v. Boatright, 195 Mo. 693, as authority for this action. That case is authority the other way, when closely read and analyzed. At page 724 of that case VALLIANT, J., said: "If the case at bar disclosed but one transaction, if we should shut our eyes to the other, transactions of like character that distinguished the history of this Buckfoot gang, if our whole attention was confined to the scheme entered into by the plaintiff with Wasser and Fisher in Oklahoma and the denouncement at Webb City, we could not say that one was less guilty than the other; it was a scheme of dishonest purpose and there is no justification or palliation of it, and if there was nothing else in the case to make the offense of one more enormous than the other, we would not listen for a moment to the plaintiff's prayer for relief, and if we do listen to him and grant him what he asks, it is not through any consideration of wrongs suffered by him, but in tender consideration for the welfare of that community whose laws have been defied, and whose public morals have been shocked by this gang of bad men and to bring them to the bar of justice." So in the case at bar; even if we concede all of plaintiff's contention (which we do not) to the effect that the organization of the corporation was a fraud Turner v. Anderson. ulent scheme, yet the Boatright case is no authority for a recovery in this case. Nor are the other cases cited nearer in point. But in our view of the evidence, no case is made of a fraudulent scheme to defraud purchasers of stock. The scheme was to get money enough together through this corporation to operate the horse-racing and book-making business, to the end that the stockholders through the corporation might fleece the general public. This plaintiff knowingly participated in the scheme and for that purpose became a stockholder. The doors of courts of equity should be closed against all such applicants. Of course in this desire to fleece the betting public the defendants were as guilty as plaintiff, but not more So. Upon the merits no case was made, and for that reason the court nisi erred in setting aside the nonsuit. The cause is reversed and remanded with directions to the lower court to set aside its order setting aside the nonsuit taken by the plaintiff, and that such court thereupon enter its order overruling the plaintiff's motion or application to set aside such nonsuit. All concur. WILLIAM A. TURNER v. MARY W. ANDERSON et al., Appellants. Division One, July 12, 1911. 1. JUDICIAL OPINIONS: Statement. A statement amounting to a summary, in just outline, color and connection, of the evidence of sixty-seven witnesses, extending through seven hundred and sixty-four pages of solid print, cannot be so compressed within modest and reasonable bounds as to be either intelligible or valuable, in the decision of the appellate court; and, besides, the statute requiring "a sufficient statement of the case, so that it may be understood without reference to the record and proceedings" is of doubtful validity, since the Constitution does not require such a statement, and the Legis |