201 N.W. 714 | S.D. | 1924
The Co-operative Wholesale Society of America is a corporation organized and existing under the Constitution and laws of the state of Minnesota, and the Frederick Cooperative Mercantile Company, defendant herein, is a domestic corporation. On the 15th day of February, 19119', defendant purchased from the Minnesota corporation 10 shares of its capital stock of the par value of $100 per share, and for which it paid $1,000 in cash. On the 1st day of October, 1921, a judgment was entered in the district court of Ramsey county, Minn., adjudging the said Minnesota corporation insolvent, and appointing George W. Plancock, plaintiff herein, as receiver of said corporation, with the ordinary powers and duties of receivers of insolvent concerns.
Section 3 of article 10, Constitution of Minnesota, reads as follows:
“Each stockholder in any corporation, excepting those organized for the purpose of carrying on any kind of manufacturing or m'echanical business, shall be liable to the amount of stock held * * * by him.”
Pursuant to petition filed in said district court of Ramsey county, the said district court made an order fixing the amount of the liability of the stockholders in the said insolvent corporation at 100 per cent of the par value of the capital stock held by them, and ordered and directed the said receiver to proceed to collect said amount from such stockholders wherever found. It was pursuant to such order that this action was commenced. Findings of fact, conclusions of law, and judgment were for plaintiff, and defendant appeals.
It is contended by appellant that the Minnesota corporation had not, prior to the sale of the stock to appellant, nor at all, complied with laws of this state, either by filing its articles of incorporation with the secretary of state of this state, nor by
When appellant purchased the stock in question, it took the same, subject to the Constitution and laws of Minnesota. Such Constitution and laws entered into the contract of purchase, and by such contract defendant becamle liable to the creditors of said corporation to the extent of the par value of the stock purchased. Indeed such liability is incident to the ownership of capital stock in ‘that class of corporation. Parties dealing with and extending credit to the Minnesota corporation, after defendant became a stockholder in the corporation, had a right to rely upon defendant, to the extent of the par value of the stock owned by defendant,, for the payment of said corporation’s debts, and it is not material whether the Minnesota corporation had complied with the South Dakota corporation laws.
Some question is raised by appellant as to the validity of the order of the district court whereby the Minnesota corporation was adjudged insolvent and the receiver appointed. That the district court had jurisdiction of the subject-matter is not questioned, and the evidence shows that all steps requisite to the jurisdiction of the court to enter the judgment were taken.
We are fully satisfied that the findings and judgment are supported by competent evidence.
The judgment and order appealed from are affirmed.