46 Minn. 54 | Minn. | 1891
This was an action brought by creditors against a corporation, their judgment debtor, these two appellants, who were stockholders, and other persons, also stockholders in the corporation!
The first ground for dismissal stated in the motion raised a question to be determined exclusively by the testimony as it then stood. In the absence of this testimony, we are unable to review the ruling.
In respect to the third ground for dismissal, — that two causes of action were improperly united in one complaint, — the court ruled correctly, because the objection had not been made by either answer or demurrer. It had been waived. Gen. St. 1878, c. 66, § 95. With these brief remarks with reference to the first and third grounds for dismissal urged by appellants in the court below, we come to a consideration of the second.
The complaint alleged the defendant corporation to have been organized under the laws of this state, and the general nature of its business to have been “the manufacture and sale of lime, quarrying stone for making lime and for building and other purposes, digging and selling sand, together with the buying and selling of lime, hair, sand, cement, and like articles and other building materials, and the doing
It is not improbable, we presume, that the counsel has relied upon the fact that in his motion there was an assertion by way of
In many respects this appeal is similar to that disposed of in Arthur v. Willius, supra. As was the fact there, the main points relied upon by the appellants were: First, that, if it existed, the constitutional double liability of the stockholders in defendant corporation was not enforceable in the present action; and, second, that no such liability existed, because the corporation was a manufacturing corporation exclusively. We have heretofore disposed of the first contention, and will now consider the second. The claim on this branch of the case is that, according to the articles of incorporation, —the exact language having been heretofore given, — the defendant company was organized exclusively for the purpose of carrying on a manufacturing business, and such as is properly incidental to or connected with a manufacturing business. Again, if this position be untenable, that, as the corporation never engaged in any business save that of manufacturing and selling the articles manufactured, the stockholders incurred no personal liability upon which they can
Order affirmed.
A motion by appellants for a reargument was denied April 23, 1891, the following opinion being filed:
The appellants herein have moved for a reargument of the case. The application on which the motion is based is simply a reargument of the several questions heretofore discussed and passed upon. In view of the fact that very many applications of this nature have recently been made, in which counsel have re-argued their eases and have done nothing more, we deem it advisable to reiterate the rule established by this court many years ago,— Derby v. Gallup, 5 Minn. 85, (119,) — by which applications of this import must be governed. It was there said: “The applicant must be able to show some manifest error of fact into which counsel or
Motion denied.
Vanderburgh, J., took no part in this case. Mitchell, J., being absent when the decision was made and filed, did not participate therein.