This section contains the nature of the case and procedural background.

The Minnesota Agricultural and Mechanical Association was wholly owned by William S. King. In 1872 King borrowed $10,000 from Baldwin (P), the cashier of State National Bank, secured with a pledge of stock of the Association. In 1873 Mr. King entered into a contract with Canfield (D) to sell real estate owned by the Association. King agreed to have the Association convey real estate and redeem pledged shares for delivery to D. D delivered his consideration (bonds) for the deed without making a demand for stock. King did not redeem the pledged shares and converted bonds for his own use.

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