Johnson v. Kessler, 76 Iowa 411

Johnson v. Kessler

76 Iowa 411 | Iowa | 1888

Beck, J.

1 corpora ‘ raoNs^when transact busi-' — I. Counsel for plaintiffs insist that the tax voted is void for the reason that, as the stock authorized by the articles of incorporation of the company to whom the tax was voted was not all subscribed or taken, the cor-' poration was not in fact in existence. Counsel’s position, expressed in their own language, is this : “It was not in law a corporation until its required capital stock was subscribed.” The ready answer to this objection is found in the statute. The purposes and objects of an incorporation is to clothe persons who associate themselves together for that purpose with authority and power to do lawful business as an individual. Code, sec. 1058. It is enacted that an incorporation may commence business as soon as its articles of incorporation are filed in the recorder’s office. Id. sec. 1064. The corporation may, then, lawfully commence business, — that is, exercise its corporate authority and power, — when its articles of incorporation are filed. Nowhere is there an intimation in the statute *413that this authority and power, cannot be exercised until all of its stock has been subscribed. There is nothing in the articles of incorporation' of the railroad company to which the aid was voted, providing that the company shall not begin business until a prescribed amount of stock shall have been subscribed. Peoria & R. I. Ry. Co. v. Preston, 35 Iowa, 115, cited by plaintiffs’ counsel, interprets the power of an Illinois corporation, in the absence of any statute similar to our own, authorizing corporations to commence business upon filing articles of incorporation, or upon the happening of any other prescribed event.

2 « eaiíboads- “! tax.m aM of: ,election: ■ ■ II. It is insisted that the tax is void for the reason that the notice of election was not published in a newsPaPer f°r ten days; but the statute prescribed no time during which, the publica - tionsball be so made. It prescribes that “immediately” after the petition is filed the. publication shall be made in the newspapers. .The township trustees, in the exercise of their discretion, may select the newspapers in which the notice shall be published. This is to be done immediately, but of course the time of the publication will depend upon the day of issue of the paper. It is very plain that the statute does not require the newspaper publication to be made .ten days before the. election.

3 _.._. eompf/with conditions. . III. It is insisted that tbe company did not comply with -the conditions of the ‘ notice, and complete the railroad in the time therein prescribed ; but it cannot be claimed that the failure of the corporation to perform its contract as to the time of the completion of the road will release stockholders from their subscription. Counsel insist. that plaintiffs and other tax-payers are to be regarded as stockholders, or rather that a municipality subscribing upon a vote of the people is to be regarded as a stockholder. .Of course the plaintiffs stand before this court with the same and no other rights than those, possessed by the township, were it a party to the suit. See Courtright v. Deeds, 37 Iowa, 511.

*4144 __ ' expenditure estopped"3 IV. This court has held by a majority opinion that when a railroad company expends large sums in the

construction of a railroad, tax-payers, having before the completion of the road made no Ejection, are estopped to deny the validity of the tax. Burlington, C. R. & M.

Ry. Co. v. Stewart, 89 Iowa, 267; Lamb v. Burlington, C. R. & M. Ry. Co., 39 Iowa, 333. This doctrine is applicable to this case, and supports the decision of the court below.

V. The statute under which the vote was had provides that it shall be void in case the vote was had upon any agreement or promise for a rebate or exemption of the taxes, or an agreement to pay for the stock an agreed price, or for a division of the tax. Plaintiffs have failed to establish facts bringing the tax in question within this provision. This discussion disposes of all questions arising in the case. It is our opinion that the judgment of the district eourt ought to be

Affirmed.