57 P. 437 | Idaho | 1899
— This is an action by a stockholder to dissolve the corporation, wind up its business, pay its debts, and distribute the remaining fund, if any there be, among the stockholders, in proportion to the shares of stock owned by each stockholder. The appeal is from a portion of the judgment, and the record contains only the judgment-roll. The court finds (seventh finding of fact) “that on the twenty-fourth day of March, 1897, James Bedman, Alexander Beckman, Annie Redman, Louisa Beckman, Richard Clow, and the plaintiff organized a corporation under the name of the C. B. R. Sheep Company, with a capital stock of $6,000, divided into shares of one dollar each, and the parties respectively subscribed for, in the articles of incorporation, one thousand shares of the capital stock, the same being the whole thereof; it being the agreement between the respective parties that the herd of sheep and the other articles of personal property mentioned in these findings of fact should constitute the capital stock of the corporation.” It appears from the record that Richard Clow, James Redman, and Alexander Beckman had been engaged together in the sheep business, as partners, prior to said 24th of 'March, 1897; that on the organization of the corporation on said last-mentioned date the property theretofore owned by the copartnership, including a lease of a ranch of some three hundred and twenty acres, owned by Richard Clow, was transferred by said parties to the corporation on the tenth day of May, 1897, and on that date the said Richard Clow was elected or appointed president of said corporation, and agreed to give his time, skill, and attention, as president of the corporation, to the management of the business, and to serve it faithfully as herder during the life of the corporation, for which he was to receive thirty dollars per month, payable monthly; that on the fourth day of September, 1897, the said Richard Clow, with the consent and approval of the board of directors, resigned his office of president, quit the management of the company and the employment of herder, and left the state, and about the same time, for a valuable consideration, assigned his
In rendering its judgment the district court seems to recognize some binding force in the partnership existing between the parties prior to the organization of the corporation. This is evidenced by the fact that in the order of distribution Annie Redman and Louisa Beckman are ignored entirely. A portion of what constituted the capital stock of the corporation, to wit, the five years lease of the Clow ranch, is given summarily to the plaintiff, without any indication or intimation as to its value, or the value of the use of the ranch during the existence of the corporation. “The capital stock of a corporation is that money or property which is put into a single corporate fund by those who, by subscription therefor, become members of the