3 Alaska 303 | D. Alaska | 1907
The bill does not disclose-that plaintiff had business dealings with the corporation other than as a director and manager and superintendent. He does' not claim to have had any contract with it in relation, to his stock or other interests therein. He does allege-that he had such a contract with Sutherland prior to the organization of the corporation; but his only allegation of relations with the corporation relate only to his election and service as director and his employment and service as manager and guperintendent. For his services in the latter capacity he received an agreed monthly salary of $300, and no allegation bf failure to keep that agreement is made against the corporatiqn. He does allege, and it is admitted by the demurrer, that Sutherland entered into a contract of copartnership in respect to the interests that each should own in the corporate property, and that Sutherland violated his agreements in that regard; but the corporation is a separate personality from both1 Sutherland and Pearce, and cannot be held for the refusal of ejther to perform his contract. The Alaska Perseverance Company is not shown to have made or assumed any contract with Pearce which it violated, and no cause of action is stated against it in the bill. When the Gilbert group was conveyed to it by deed, and the new locations of the ore bodies were made' in its name and for it by its employé, Pearce, it became the owner thereof without notice of any secret claims held by either Sutherland or Pearce, and they became the owners only of its Istock which had been regularly conveyed to them. ,
Pearce also alleges in his bill that, while acting as manager and superintendent of the corporation, he located certain mining claims, being extensions of the Gilbert group,¡ for and in the name of the corporation, and he now claims a half interest therein by virtue of his agreement with Sutherland. But that he cannot do, since he does not allege or offer tq prove any contract with the corporation, the legal locator, reserving any
When Sutherland and Pearce, acting as partners, formed the corporation, and transferred the mines to it by deed and by location, the property ceased to be theirs and became that of the corporation, though they became the owners of its stock in so far as it was issued to them. Neither of them can now be heard to deny the ownership of the corporation, nor to claim any title in its property, except as stockholders.
In so far, also, as this bill attempts to impound the property of the corporation on plaintiff’s demands against Sutherland, it fails to state a good cause of action against either. By amendment it may be made to state a cause of action against Sutherland on his contract of partnership with plaintiff; but as it now stands the demurrers must be sustained, with leave to amend.