40 Minn. 343 | Minn. | 1889
On August 16,1883, the defendant elevator company became incorporated in form under the provisions of chapter 11, Laws 1873, now found from sections 120-143, inclusive, title 2, c. 34, Gen. St. 1878. Upon the 2d day of September, 1884, it assigned all of its property for the benefit of its creditors, in the manner prescribed by chapter 148, Laws 1881. The assignee named in the deed of assignment accepted, took possession of the assets, and entered upon the discharge of his duties. Early in the year 1885, the original plaintiffs herein commenced this action, which is, according to the allegations of the complaint and as determined by the findings, against all of the stockholders of the corporation, residents of the state or within the jurisdiction of the court, from the day of its creation to the time of bringing the suit, as well as against the defendant corporation. It was brought under the provisions of section 17 et seq., c. 76, Gen. St. 1878, and after its commencement, as provided by section 23, several creditors became parties by intervention. The avowed object of the action is to obtain a personal judgment against these stockholders for a sum equal to the amount of their stock, on the ground that they are liable by virtue of section 3, art. 10, of the constitution, as amended in 1872, which imposes upon each stockholder in a corporation, except those organized for manufacturing or mechanical purposes, a liability to the amount of the stock held or owned by him. A trial of the issues, by the court without a jury, resulted in findings of fact which are not questioned by either party. The conclusion of law was for defendants, and from a judgment of dismissal, and for costs against the plaintiffs, they appeal. It appears from these findings that said plaintiffs and intervenors duly filed with the assignee their claims and demands against the insolvent corporation, and each received a dividend thereon, in common with other creditors; that some time prior to the 29th day of April, 1886, they, and each thereof, duly made and filed in the office of the clerk of the proper district court releases of their respective claims against said corporation, as provided for in chapter 148, supra; that upon said day judgment was duly rendered and entered in said insolvency proceedings, adjudging and decreeing a discharge to said defendant corporation of and from all claims and debts and
The court made a copy of the articles of incorporation a part of its findings, from which it appears that although the elevator company claimed that it was organized under the law of 1873, relating to manufacturing corporations, its articles declared the purposes for which it was to be established to be that of manufacturing flour and feed; “also that of buying and selling, either on account of such corporation or on commission, and receiving, shipping, and storing of all kinds of grain, seeds, country and farm produce, lime, cement, coal, building material, hogs, sheep, horses, cattle, and any and all other articles of merchandise,” and generally to perform and transact all acts needful or proper for the prosecution of any of said business. And while the court avoided all expression of opinion in its memorandum as to the true corporative character of the elevator company, its findings in regard to the actual business transacted were full, complete, and to the effect that it engaged principally in storing, buying, and selling grain, building and operating grain warehouses, and, as incidental, dealing in coal, lime, and cement; that in fact mano
The obligation relied upon by appellants as still resting upon the defendant stockholders is the creature of the constitution, and has no existence at common law. The responsibility of the stockholders is determined by the fundamental law when they become stockholders. They then agree to become liable, both in a corporate capacity and individually, to all who shall give credit to the corporation. It is true, as suggested by the counsel for appellants, that the individual liability is “like that of partners;” that “the stockholders are liable
A creditor, says Bouvier, is one “who has a- right to require the fulfilment of an obligation or contract,” and this definition is as complete as any. Unless there be a debtor, one whose duty it is to pay, and of whom the debt can be demanded, there cannot be a creditor to enforce and compel payment. One of these parties cannot have a being without his correspondent, and it would be a most perplexing task should we attempt to sustain an assertion that there still re
Order and judgment affirmed.