61 Wis. 20 | Wis. | 1884
This is an action of replevin in which the title of the plaintiff to the property was put in issue by the answer.
From the very nature of a private business corporation,» or, indeed, of any corporation, the stockholders are not the| private and joint owners of its property. The corporation is the real, though artificial, person substituted for the natural persons who procured its creation and have pecuniary interests in it, in which all its property is vested, and by which it is controlled, managed, and disposed of. It must purchase, hold, grant, sell, and convey the corporate property, and do business, sue and be sued, plead and be im-pleaded, for corporate purposes, by its corporate name. The* corporation must do its business in a certain way, and by its regular^ appointed officers and agents, whose acts are those of the corporation only as they are within the powers and purposes of the corporation. In an ordinary copartnership the members of it act as natural persons and as agents for each other, and with unlimited liability. But not so with a corporation; its members, as natural persons, are merged in
These general principles sufficiently establish the doctriné that the owner of all the capital stock of a corporation does not therefore own its property, or 'any of it, aDd does not himself become the corporation, as a natural person, to own its property and do its business in his own name. Whil</ the corporation exists he is a mere stockholder of it, and nothing else. The consequences of a violation of these principles would be that the stockholders would be the private and joint owners of the corporate property, and they could assume the powers of the corporation, and supersede its functions in its use and disposition for their own benefit without personal liability, and thus destroy the corporation, terminate its business, and defraud its creditors. The stockholders would be the owners of the property, and, at the same time, it would belong to the corporation. One stockholder owning the whole capital stock could, of course, do what several stockholders could lawfully do. It is said in Utica v. Churchill, 33 N. Y. 161, “the interest of a stockholder is of a collateral nature, and is not the interest of an owner;” and in Hyatt v. Allen, supra, that “ a shareholder in a corporation has no legal title to its property or profits until a division is made.” In Winona & St. P. R. R. Co. v. St. P. & S. C. R. R. Co. 23 Minn. 359, it is held that the corporation is still the absolute owner, and vested with the legal title of the property, and the real party in interest, although another party has become the owner of the sole beneficial interest in its rights, property, and immunities. In Baldwin v. Canfield, 26 Minn. 43, it was held that the sole owner of the stock did hot own the land of the corporation so as to convey the same. In Bartlett v. Brickett, 14 Allen, 62, an action of replevin was brought by A., R, and 0., as the “Trustees of the Ministerial Fund in the North
It is true that none of the above cases are precisely parallel with the present case in facts, but they are sufficiently analogous to be authority upon the principle that the plaintiff, as the sole stockholder of the corporation, is not the legal
By the Court.— The judgment of the circuit court is reversed, and the cause remanded for a new trial.