80 Iowa 380 | Iowa | 1890
— The Shaver Wagon and Carriage Company is a corporation duly organized, which commenced its corporate existence on the ninth day of February, 1886. The articles of incorporation provide that it shall have the following powers, viz.: “To make contracts; to acquire by deed, lease, assignment or otherwise any property, both real and personal, and to transfer the same at its pleasure ; to mortgage or incumber any of its property; to sue and be sued by its corporate name, and in like manner do all other acts- and exercise all other powers necessary to be done or performed in and about the conducting or carrying on the business for which such incorporation was organized as fully, in every respect, as private individuals might or could do under the laws of the state.” The business of the company was managed by a board of five-directors, a, majority of whom constituted a quorum. On the twelfth day of February, 1886, a certificate for one hundred shares of stock, of one hundred dollars-' each, was issue'd to J. T. James. The stock so issued was paid for by the transfer to the wagon and carriage company of bonds of the American Coal Company to. the amount of ten thousand dollars. On the fifteenth day of the same month the certificate of stock issued to. J. T. James was canceled, and in lieu thereof one for the same number of shares was issued to his wife, O. M. James. On the twenty-fourth day of January, 1887, the board of directors of the wagon and carriage company accepted a proposition of Mrs. James to transfer to her the bonds of the coal company in exchange for the stock issued to her as aforesaid, and the exchange: was effected accordingly. In August, 1888, defendant Bibbins became a stockholder of the wagon and carriage company, loaned it three thousand dollars in money,, and entered its service, as an employe. In the next month he became a member of its board of directors. In October, 1888, the company was financially embarrassed ; and, to recover the money he had loaned it, and which was then due, Bibbins, on the sixteenth day of'
The district court, after a trial on the merits, found and decreed as follows : First. That the attachment of defendant Bolton for rent was paramount to the claim of the other parties to the action,' and it was established as a first lien upon the property in controversy. Second. That the lien of John H. Queal &"Co. was senior to the rights of the creditors secured by the trust deed. Third. That the Valley National Bank was a preferred creditor under the trust deed, and entitled to have its claim paid from the trust- property before payment therefrom to other creditors secured by the deed. Fourth. That Kelley, Maus & Co., Tu thill Spring Company, Des Moines Savings Bank, as assignee of Mills, and George Pattee were entitled to have their claims paid by the receiver after the claims of Bolton, Queal & Go. and the Valley National Bank were satisfied. The amount to which each one was entitled under the trust deed was ascertained and fixed. Fifth. That J. D. Seeberger, Chicago Varnish Company, C. L. Pritchard, Davis, Reyburn & Co.,. Coombs & Co., Thomas McFarland, T. T. Haydock Carriage Company and Haydock Bros, were entitled to the payment of their claims, as attaching and judgment creditors, after the payment of the creditors previously specified, and that, in case - any sum remained in the hands of the receiver, after paying all of such creditors, the sum found to be due Bibbins in a suit at law then pending should be paid Mm. Sixth. That the attachment of Bibbins was invalid as against the creditors of the company, and created no lien upon its property. Seventh. That the trust deed was invalid as to O. M. James and her assignee, the Western Mining and Investment Company, and as to W. T. Shaver; and they were denied relief thereunder.
Y. The views we have expressed make it unnecessary to determine other questions discussed by counsel. We conclude that the attachment of Bibbins is valid, creating a lien upon the property on which it was levied paramount to the interest therein created by the trust deed. We also conqlude that the trust deed operated to convey to Mrs. James an interest in the property therein described which her assignee, the Western Mining and Investment Company, is entitled to enforce. The correctness of the decree as to defendant W. T. Shaver is not presented by the appeal, and is not determined. Reversed.