The opinion of the court was delivered by
The plaintiff sued the Menzies Shoe Company, a Michigan corporation, and garnisheed certain moneys in the hands of a Geary county, Kansas, firm for a sum due him for services. Another corporation, the Menzies Shoe Company, of Wisconsin, was permittеd to intervene, and it claimed the money in the hands of the garnishee. Then the plaintiff amended his petition and made the latter company a codefendant. The рarties stipulated that the money really belonged to the Wisconsin corporation, but plaintiff claimed that the latter was bound as the business successor of the Michigan company and possessed of its assets, and that the Wisconsin company had obligated itself to pay the debts of the Michigan company. '
“The court erred in his conclusion of law that the appellant assumed and became fiable for the. alleged debt of its cоdefendant, and that, the funds in the hands of the garnishees could and should be subjected to thе payment of the same.”
What merit there may be in this contention depends upon thе relationship of the two corporations. Aside from the admissions and statements tоuching the Wisconsin company’s acquisition of part of its, predecessor’s assets, the only evidence was a deposition of a director of the Wisconsin corporation. Included in this deposition were copies of contracts dispоsing of the business of the Michigan corporation.
The principal stockholders оf the' Menzies company and another shoe company of Milwaukee, and the old Menzies company, and the president of the latter individually, all agreed that a new Menzies Shoe Company should be organized in Wisconsin, that it should assume the old cоmpany’s corporate name, and that the president of the old compаny should be president of the new company; the four parties agreed as to thе capitalization of the new company and as to its disposition; they agreed that the old company should cease to do business; and they agreed that the аssets should be apportioned in part to the new company and in part to the outside corporation. They all agreed, in short, to deal with and dispose of thе old company’s assets and business as their own, and to create a nominally independent business successor for the old Menzies company. The contracting parties made some provision for the collection of outstanding accounts of the old company and for their application to the satisfaction of its dеbts, but the rights of creditors are not limited to any fund thus created. If that fund is insufficient or inconveniеnt to reach, they are entitled to sweep these agreements aside, for the contracting parties could bind nobody but themselves. They could not prejudice the rights of creditors. ' Indeed, since the president of the old company, and the outsidе Milwaukee company, saw fit to intermeddle with and dispose of the old compаny’s assets and business and to create a business successor for the old company, not only is that business successor liable for the old company’s debts, but the inter-
The facts adduced in this case were sufficient to justify and require the application of the principles of law which we have quoted, and the judgment is affirmed.