22 P.2d 1093 | Kan. | 1933
The opinion of the court was delivered by
These are actions brought in this court by the state to oust the above-named defendants as corporations within the state of Kansas.
The petitions are similar and charge due and legal incorporation for the following purposes, to wit:
(а) The Wheat Farming Company on September 3, 1927, for: (1) The encouragement of agriculture and horticulture. (2) The improvement of the breed of domestic animals by importation, sale or otherwise. (3) The promotion of immigration. (4) The erection and maintenance of market houses and market places. (5) The conversion and disposal of agricultural products by means of mills, elevators, markets and stores and otherwise. (6) The erection of buildings and the purchase and sale of such real estate and real-estate products as may be incidental to the full performance of the purpose of this corporation as a farming company.
(б) The Sledd Farm Corporation on December 22, 1925, for: (1) The encouragement of agriculture and horticulture. (2) The construction and maintenance of dams and canals for the purpose of irrigation.
In each case it is alleged that the corporation has been and is abusing its power and exercising powers not conferred upon it by law, viz.: producing, planting, harvesting and gathering and selling for profit, and for profit alone,' wheat, corn, barley, etc.
In the Wheat Farming Company’s case, the following is alleged:
“Your relator further alleges and says that the organization of said defendant company has been continued solely upon the theory of its engaging in the business of farming for profit, and said defendant has been and is now*699 selling stock to the public, offering, as the sole inducement for said sales, great profit to be derived in corporation farming, and that said corporation is not now, nor has it been, engaged in scientific research, experimental farming- or any other work for the encouragement of agriculture or horticulture save and except such work as may have been incidental to its own operation as a farm corporation for profit and to further its own financial interests and those of its officers, directors, servants, agents and employees, and that said defendant has bought up and now owns in the state of Kansas enormous tracts of land, the exact area of which is to this plaintiff unknown, but is to the defendant well known, and now has enormous land holdings in the state of Kansas, which said land is far more in area than is adequate or necessary for the defendant to use in its legitimate business in encouraging agriculture and horticulture, and that all of said land now held by the defendant as aforesaid is held for the sole purpose of commercial farming.
“Your relator further alleges and says that the defendant has purchased and now holds a great quantity of farm equipment, farm implements and farm machinery, which is far more in quantity than is necessary for the encouragement of agriculture and horticulture and that said equipment, machinery and implements are not now being used for the encouragement of agriculture and horticulture.
“Your relator further alleges that said defendant, the Wheat Farming . Company, has practically abandoned its corporate franchises, privileges, purposes and functions.”
And in the Sledd case, with appropriate change of name, almost identical allegations are made. Copies of the charter granted and amendments thereto are attached as exhibits in each case.
The. Wheat Farming Company filed an answer containing forty paragraphs, which are summarized as follows: Admission of incorporation, of producing the crops mentioned, and that it has lands and implements; alleging that it was organized for the purpose of showing by experimentation and demonstration how farming, especially in grains, could be made profitable instead of unprofitable, as it had been, and in carrying out- its purposes had only gotten fairly started; that it is incorporated for fifty years and, if permitted to pursiiie its activities, will continue to show by means and methods promulgated by it how agriculture in western Kansas can be changed from nonprofit to profit; that among the things done and to be done are actual demonstration of discoveries of experiment stations, operation of large units with modern machinery and equipment, scientific study of weather and soil and their relation to productivity, improvement and adaptation of seed, seed treatment and development of agricultural experts; that the advancement of the company and its accomplishments had encouraged the adoption of its methods by others to their benefit; that the company owns
The Sledd Farm Corporation filed an answer admitting its incorporation and alleging that its application for and the charter granted to it set forth that it is organized for profit and that the purposes for which it is formed are:
“Farming land under irrigation. The encouragement of agriculture and horticulture. The construction and maintenance of dams and canals for purposes of irrigation. The erection and maintenance of such buildings necessary for a general farming business. The purchase and maintenance of machinery necessary to carry on a general farming business and the doing of all things necessary and incidental thereto.”
At the time of its incorporation the capital stock was $50,000; on October 2, 1928, the capital stock was increased to $100,000; on April 9, 1929, the capital stock was increased to $200,000; on September 19,1929, the capital stock was increased to $600,000, and on May 13,1930, it was increased to $1,750,000, the requisite fees being
To these answers the state has filed replies putting in issue the matters presented by the answers.
Prior to the trial in each ease certain facts were admitted by stipulation and testimony was taken with respect to other matters in controversy. As might be expected in an action of this kind, the .inquiry was not limited by the commissioner who heard the case, and much testimony was taken, the materiality or relevancy of which is somewhat difficult to discern. Both plaintiff and defendant filed requests or suggestions for findings of fact and conclusions of law. At the conclusion the commissioner made findings of fact in each case.
In so far as the Wheat Farming Company is concerned the findings may be summarized as follows: The company was chartered February 3, 1927, for the purposes charged in the petition, and the charter was thereafter amended with respect to the capital stock as hereinbefore shown. On February 27, 1928, the company filed its application with the bank commissioner for permission to sell both common and preferred stock. Thereafter ■ other applications were made, and since the organization of the defendant company it has sold common stock in the amount of $2,428,418.90 and preferred stock to the amount of $300,000. There are over 1,200 stockholders, most of them residents of Kansas and over seventy per cent of them farmers. The defendant is not and has not been engaged in the improvement of the breed of domestic animals by importation, sale or otherwise, nor in the promotion of immigration, nor has it been engaged chiefly in the erection of market houses, although it does own four elevators which are maintained chiefly for its own use, although
“That ever since its incorporation the defendant has been and is now engaged in the general farming business for profit, planting, raising, producing, gathering and selling wheat, corn, barley, oats, rye and other agricultural products, and in conducting said general farming business it has acquired from time to time various tracts of land until it now owns about 64,000 acres of land, located chiefly in the counties heretofore named, and has also acquired and now owns and uses in its business machinery and equipment to the amount or value of about $234,000, as shown by its quarterly report of March 31, 1931. That said business of general farming is now and has been ever since its organization the chief or main business of said defendant, and the chief and principal object of the defendant in its operations as a farming company is and has been to realize profit for its stockholders.”
The fifth is as follows:
“That the defendant, in carrying out its business of farming for profit, has sought, by actual investment and experiment and practice, to put in use the newest discoveries in agriculture, to the end that agricultural production may be increased to the fullest extent possible and the cost thereof reduced to the lowest point, and in so doing has used the following specific procedures, among others:
“(a) The use of bookkeeping and cost systems in farming. (b) Extensive use of power, (c) Preparation of the soil and treatment of seed according to tested and approved methods. (d) Fallowing and weed destruction, (e) Moisture conservation and the use of the moisture tests. (/) Use of newest methods in harvesting and seed-bed preparation, and smut treatment. (g) Elimination of Hessian fly damage through observance of fly-free date of seeding. (h) Working out of maximum economic unit one foreman can manage, (i) Farm to factory engineering, consisting of correspondence with factories and obtaining needed changes in farm machinery, (j) Economies through use of the one-way plow in breaking sod. (fc) Use of the combine for harvesting sorghum. (D Use of the dumb-box sorghum harvesting, invented by the Wheat- Farming Company, (to) Use of big hitches for power and labor economies. (n) Elimination of cultivation of row crops by use of deep-furrow drill, (o) Construction of line of elevators, (p) Saving on trucking by working out a definite cost record for that class of service, (q) Development of unit farming, (r) Donation of milo seed for tests among farmers.”
The commissioner further found that a large portion of the land acquired by defendant had not previously been farmed; that it was level land, as that was the only kind suitable for plaintiff’s operation ; that where occupied lands were purchased, the dwelling houses would frequently be removed; that it was not the policy of the company to rent any part of its land except isolated small tracts, and that the investment in lands, as reported to the blue-sky de
“The fourth subdivision of section 17-202 of the Statutes of Kansas, ‘the encouragement of agriculture and horticulture,’ has been a part of the corporation statute of this state ever since 1868, and from time to time until the passage of the law creating the charter board in 1898, many corporations were chartered under this provision for the purpose of farming for profit. Be*705 ginning with 1899, after the charter board was created and up to 1931, many applications- for charters for corporations, whose -purpose it was to engage in farming for profit, were presented to and granted by the charter board, and the various officers who composed said charter board to whom such applications were presented, and those whose duty it was to pass upon the same, always construed and interpreted the said provision in the corporation law as authorizing the creation of corporations for the purpose of farming for profit; and during all this time there was a continuous and uninterrupted administrative construction and interpretation of the said provision of the corporation law to the effect that it authorized the creation of corporations for the purpose of farming for profit; and the fact that corporate charters had been granted for such purpose was known to the legislature of this state at least for a number of years prior to the granting of the charter to the defendant company.
“Although farming corporations have been created and in existence since as far back as 1880, there is no evidence that any department or officer of the state of Kansas ever questioned the validity of any charter issued to a corporation for the purpose of engaging in farming for profit or ever questioned the right of any corporation to engage in the business of farming for profit, until the year 1931.
“That at the time the charter was granted to the defendant company the charter board knew that the purpose of the proposed corporation was to engage in farming for profit.
“Under the evidence in this case, the facts disclosed are sufficient to create an estoppel against the state and are sufficient to and do make out the defense of laches and estoppel, as pleaded in the answer, if it should be held as a matter of law that the doctrine of laches or estoppel may be invoked as against the state.
“The fact' that the defendant corporation is engaged in farming for profit does not constitute a public menace nor does it effect any injury whatever to the public, and the public interest would not be subserved by granting the writ of ouster.
“If the writ of ouster should be granted it would cause a great depreciation in the value of the property and assets of the defendant company as a going concern and would cause a corresponding loss to the defendant and its stockholders.”
The commissioner concluded, as a matter of law, that if there was any ambiguity in R. S. 17-202, in the light of a continuous and uninterrupted construction, an interpretation placed on it by. the various officers and departments of Kansas authorized the granting of the charter to the defendant company and that the charter board iü granting the charter must be deemed to have found that the business in which the company proposed to engage would in fact be an encouragement of agriculture within the meaning of R. S. 17-202, subdivision 4; that the defendant, as a matter of law, may not in
In so far as the Sledd Farm Corporation is concerned, many of the facts were stipulated and evidence was taken as to matters in dispute. The commissioner made findings of fact with respect to the charter and the authorized capital in line with the allegations of the petition and answer and further found that in a little over three years’ time the outstanding capital stock of the company increased from $87,000 to $1,123,500, and that it acquired and owned approximately 20,000 acres of land located in Finney, Gray, Greeley, Seward, Grant, Wallace, Osborne, Lane, Hamilton, Kearny and Rice counties, and:
“That since its incorporation the defendant has been and is now engaged in the general farming business for profit, producing, planting, raising and selling wheat, corn and other grain and farm products generally, and for the purpose of conducting said general farming operations it has acquired from time to time various tracts of land in amounts and location as heretofore found; and has also acquired and uses in its farming operations a considerable amount of machinery and equipment. That said business of general farming has been and is now the chief or main business of said defendant, and the chief and principal object of the defendant in its operations has been and is to realize profit for its stockholders.
“A part of the land acquired by the defendant was land which had previously been cultivated, but the far greater part of the land it acquired was sod land that had never been cultivated. The evidence shows that after the company acquired the land some of the improvements on one tract, namely, one house, an elevator, a chicken house and fences, were removed, and there were left on this tract- of land a house, granary, chicken house, windmill, barn and storage tank.
“In the year 1931 the defendant rented about 3,000 acres belonging to other landowners who desired that the defendant break the land and sow it to wheat, and this was done. During the years 1930 and 1931 the defendant also rented to others a considerable acreage of its own land, one of the purposes being, as expressed in the letter of Mr. Sledd to the state banking department, dated July 19, 1930, ‘to off-set any unfavorable public opinion that the people have in regard to the Farm Corporation;’ ”
and made findings with respect to other corporations engaging in like .business in Kansas similar to those found in the Wheat Farming case, and made conclusions of law as in the Wheat Farming case.
The plaintiff has filed its exceptions to the reports of the commis
It may be remarked here that the charter of the Wheat Farming Company in its statement of purposes includes subdivisions (4), (31), (33), (36) and (39) of R. S. 1931 Supp. 17-202, but there is no showing that it has done anything to improve the breed of domestic animals or to promote immigration. On the contrary, the evidence shows that its principal activities have been, as its name implies, the raising of wheat and taking care of it, and the selling of stock to raise funds to enable it to pursue its business. The charter of the Sledd Farm Corporation includes subdivisions (4) and (37) of the above statute, farming land under irrigation, and the erection and maintenance of buildings, and purchase • and maintenance of machinery necessary to carry on a general farming business, but the evidence shows that it has not engaged in building any dams. A corporation for farming land under irrigation is not authorized by the statute, and the erection of buildings and purchase of machinery are incidental to the encouragement of agriculture within the meaning of that statutory purpose. The evidence shows that its activities have been confined to general farming and the selling of stock to raise funds to pursue its business. While there may be collateral questions involved, it is apparent that the solution of one question is decisive in these cases, and that is: Can a corporation organized for the purpose of “the encouragement of agriculture and horticulture” engage in a general farming business for profit as its principal business? or, put in another form, Does the statute authorize the formation of a corporation whose principal business shall be general farming for profit?
The parties differ on the meaning of the statutory phrase, “the encouragement of agriculture and horticulture,” but they do agree on defining the meaning of the component words. In so far as the word “encouragement” is concerned, all authorities consulted give substantially this definition: “To help, to forward, to give courage to, to inspire with courage, spirit or hope.” In so far as the word “agriculture” is concerned, we are inclined to give a more complete definition than either of the parties, viz.: “The cultivation of the ground; especially, cultivation with the plow and in large areas to raise food for man and beast, tillage; farming. Theoretical agri
In its last analysis the contention centers around the application of the word “encouragement” and whether, under the statute and charter, the conceded operations of the defendants were for the encouragement of agriculture or for the advancement of the interest of the stockholders. The question has been exhaustively briefed by both parties, and reference in detail to the many instances cited in the briefs of the use of the term “encouragement” in statutes of many states, in charters granted by legislatures, and in grants by the crown in England is forbidden by the limits of time and space. It will have to suffice here to say that examination of many of these statutes and grants shows that while the word “encouragement” is used in them there follows a grant of power to do certain things, the powers in some cases being broad and in others narrow.
The state makes a contention, based on the arrangement of the statute, that private corporations are of-three kinds: 1, for religion; 2, for charity or benevolence; 3, for profit (R. S. 17-103), and that in stating purposes (R. S. 1931 Supp. 17-202) the same arrangement is and was intended and, therefore, a private corporation whose purpose is the encouragement of agriculture is one having characteristics of charity and benevolence and cannot be for profit. We do not agree. A private corporation to teach the science of agriculture might- be formed and derive some profit from its operation; so might
The evidence shows that the Wheat Farming Company has acquired over 60,000 acres of land; has sold stock for over $2,700,000 to be used in its operations; that of this amount over $1,850,000 has been expended for lands and over $500,000 has been used for organization and promotion; that it produced in 1931 over 600,000 bushels of wheat; has invested over $230,000 in machinery; has spent over $100,000 in acquiring elevators; has, by reason of its operations and methods, been able to lower the cost per acre for production; has made some experiments with relation to-types of crops to be grown, and that publicity has been given to its activities and successes. It is impossible to say just how much was spent by the company for educational purposes, as distinguished from advertising for the purpose of selling stock, etc., but the amount was negligible when compared with promotion and organization expense. It is not necessary to reproduce any of the many exhibits offered, but the same show that the company advertised its success in glowing terms and offered the investing public the opportunity to get in on what it professed was a business venture with an assured success. Much publicity was given to the earnings and dividends.
In so far as the Sledd Farm Corporation is concerned the evidence showed it had sold stock for over $1,222,000 and had acquired over 20,000 acres of land; that it leased other lands for its own operations and leased some of its own lands to tenants. At least so far as abstracted, most of its testimony was offered to show the history of granting charters by the state, which matter is hereafter discussed.
From the showing made the state argues, among other things, that the main and principal business of the defendant corporations is farming, and that the business has been so conducted that if there is any “encouragement” of agriculture it is negligible; the defendants
While undoubtedly evidence of successful operation in any industry or calling might induce others to enter, and successful conduct might induce others in the same line to change methods, it would not necessarily follow that the conduct of those first successful was for the purpose of inducing others to be successful. Example is not always encouragement, and neither are protestations as to motive of much consequence; the course of conduct must be traced. It clearly appears that the activities of these corporations have been concentrated on building up a huge business venture, and from the record we can come to only one conclusion, and that is that the purpose of these corporations is and has been to make profits and pay dividends to the shareholders; if there has been any encouragement to agriculture in it, it has been incidental and not in any sense a primary purpose. Putting aside for the moment other phases of the problem before us, we have no difficulty in arriving at the conclusion that the statute does not authorize the formation of a corporation to engage in a general fanning business for the purpose of profit, and that, regardless of the statement of purposes in their respective charters that they are formed to encourage agriculture, the defendants have not been and are not so doing.
It is urged, however, even if that be true, the state has recognized that, under the purpose phrase in question, a corporation may be formed to conduct a general farming business; that many charters have been so granted; that the charter board knew when the charters were granted that the proposed corporation intended to conduct a general farming business and that the legislature in enacting chapter 153 of the Laws of 1931 (R. S. 1931 Supp. 17-202a) had recognized such course of construction, interpretation and administration of the law.
Prior to 1898 the method of procuring a charter was materially different than since. The charter board was then created (Laws 1898, ch. 10) and required to make a careful investigation of each application and to inquire especially with reference to the character of the business in which the proposed corporation is to engage, and if it determined that the business is one for which a corporation
“The administrative construction must be deemed to have received legislative approval by the reenactment of the statutory provision without material change.” (77 L. Ed. 585, 589.)
An examination will disclose, however, that the rule applies only where the statute is either ambiguous, or where by its terms it does not fully cover the field. It is stated in 59 C. J. 1022 that where the language of a statute is ambiguous or uncertain the construction placed upon it by contemporaries, although not controlling, may be resorted to as an aid in ascertaining legislative intent, but is unnecessary and improper where the language used is clear, and that under that principle a course of conduct indicating a particular understanding of a statute will frequently be of great value in determining its real meaning, especially where long continued.
“A practicable construction of a statute is not conclusive on the courts, but if unvarying for a long period of time it should be disregarded only for the most cogent reasons. The doctrine arises only from a course of conduct, and is never applied to a single case. Moreover, no matter how long the usage has been established, or how general the acquiescence in the customary construction, it will not be permitted to override the plain meaning of a statute, nor will the rule of practicable construction apply where the ambiguity is merely captious and not serious enough to raise a reasonable doubt in a fair mind reflecting honestly on the .subject.” (59 C. J. 1024.)
In Swift Co., v. United States, 105 U. S. 691, 26 L. Ed. 1108, it was said:
“The rule which gives determining weight to contemporaneous construction, put upon a statute by those charged with its execution, applies only in cases of ambiguity and doubt.” (Citing cases.) (p. 695.)
In discussing the rule of contemporaneous construction, it is said in 25 R. C. L. 1043:
“The rule now under consideration has, however, no application unless the construction is a doubtful one and the ambiguity which arises from the language is so great as to compel the court to seize upon extraneous circumstances to aid in reaching a conclusion.”
“Since executive or departmental construction can only be resorted to in aid of interpretation, it is the general rule that such construction is not controlling where the statute is clear and explicit in its language, and its meaning is not doubtful, and an executive or departmental construction of a proviso to an act which makes the proviso plainly repugnant to the body of the act is inadmissible. A custom of a department, however long continued by successive officers, must yield to the positive language of the statute.” (p. 1046.)
In Railway Co. v. Cowley County, 103 Kan. 681, 685, 176 Pac. 99, it was said:
“The rules of statutory construction are not rules restricting the power of the legislature in passing laws: they are rules observed by the courts in trying to ascertain what the legislature intended by the laws that have been passed.”
And in the same case the rule was approved that “the cardinal canon of construction, to which all mere rules of interpretation are subordinate, is that the intent, when ascertained, governs.” (See cases cited.)
And in Alter v. Johnson, 127 Kan. 443, 272 Pac. 474, the first paragraph of the syllabus recites:
“A primary rule for the construction of a statute is to find the legislative intent from its language, and where the language used is plain and unambiguous and also appropriate to the obvious purpose the court should follow the intent as expressed by the words used and is not warranted in looking beyond them in search of some other legislative purpose or of extending the meaning beyond the plain terms of the act.”
The second subdivision of R. S. 77-201 reads as folíows:
“Words and phrases shall be construed according to the context and the approved usage of the language; but technical words and phrases, and such others as may have acquired a peculiar and appropriate meaning in law shall be construed according to such peculiar and appropriate meaning.”
The phrase “the encouragement of agriculture and horticulture” can hardly be said to be a technical phrase, or such as has acquired a peculiar and appropriate meaning in law, so we conclude it shall be construed according to the context and the approved usage of the language. The latter phase of construction has been heretofore discussed. As to the context, it will be noted that the phrase under consideration is numbered (4) in the statute R. S. 1931 Supp. 17-202. Those preceding it pertain to (1) public worship, (2) benevolent, etc., undertakings, (3) literary and scientific undertakings, maintenance of a library and promotion of fine arts; and
It is contended, especially by the Sledd Farm Corporation, that this court is without jurisdiction, because whether defendant is engaged in a business for which a corporation may be lawfully formed is the identical question heretofore determined by the charter board, and if the same is a Judicial question now, it was when it was determined by the charter board, and is now res judicata. We shall not discuss the contention further than to remark that the matters complained of in these actions grow out of operations since the charters were granted. The charter board could not create a corporation for purposes other than set forth in the statute and could not enlarge the statutory powers of any corporation organized for a lawful purpose. See Winslow v. Board of Dental Examiners, 115 Kan. 450, 452, 223 Pac. 308, and First State Bank v. Bone, 122 Kan. 493, 503, 252 Pac. 250. And, in addition, special provision has been made for this precise form of action when a corporation abuses or exercises powers not conferred by law. Article 29 of chapter 80 of the General Statutes of 1868, pertaining to proceedings in quo warranto, read, in part:
“Fourth, where any corporation do or omit acts which amount to a surrender or a forfeiture of their rights and privileges as a corporation, or when they exercise powers not conferred by law.”
And the same provision, somewhat expanded, now appears as R. S. 60-1602, 4th subdivision. It is the duty of the court to see that a
The contention heretofore referred to that the state is bound by something in the nature of estoppel is also without merit. In State, ex rel., v. Paul and Grice, 113 Kan. 412, 214 Pac. 425, it was said:
“This court has never given its sanction to any such doctrine. It is altogether out of accord with the theory of Kansas jurisprudence. Beginning with Wood v. M. K. & T. Railway Co., 11 Kan. 323, 349, there is a long and undeviating line of decisions down to and including In re Mosley’s Estate, 100 Kan. 495, 164 Pac. 1073, and The State, ex rel., v. Piper, 103 Kan. 794, 798, 176 Pac. 626, which hold that laches and estoppel do not operate against the state, that no procrastination of public officials prejudices the state and that their tardiness neither bars nor defeats the state from vindicating its sovereign rights, except where positive statutes so provide.”
And see City of Emporia v. Humphrey, 132 Kan. .682, 693, 297 Pac. 712.
Complaint is made that actions are not brought against all companies which may be said to be similarly situated. Perhaps the attorney-general was of the opinion that the trial of these two suits would settle the controversial questions which would- be involved in any disputes with other companies, and good judgment demanded that he prosecute one or two actions to a conclusion before proceeding against other offenders; but, whatever his motive, it is no defense to defendants here, and, for that matter, there is no evidence but that the attorney-general is proceeding against such other companies if any there be. See Boynton v. Fox West Coast Theatres Corp., 60 F. 2d 851, 854.
A considerable space is given to a discussion of agriculture and public policy with reference thereto. We do not deem it necessary to enter into any discussion of agriculture with the idea of proving whether it is a means of making a livelihood, whether it is in the future to become a great business, or other matters of similar nature suggested. Neither are we here concerned with the question of the advisability of allowing corporations, or individuals, for that matter, to accumulate large holdings of lands to be used for agriculture or any other purpose. Our problem is to determine whether the defendant corporations have exceeded the purposes for which they were formed and have abused their corporate powers, and if so, to correct the wrongs which exist by reason thereof. Much is said in the briefs bearing on the proposition that these corporations have
Under the evidence it appears that there has been nonuser and lack of performance by the Wheat Farming Company of those purposes named in its charter having to do with improvement of the breed of domestic animals and the promotion of immigration, and by the Sledd Farm Corporation of the construction and maintenance of dams, and ouster to these extents is ordered.
The evidence also shows that the Wheat Farming Company organized and owns all the stock of a corporation engaged in sale of farm machinery, and it is ordered that it sell and dispose of the stock of such corporation.
We are of opinion that, under the evidence, it would be justifiable that a complete forfeiture of the charter of each defendant corporation be ordered and decreed, but are likewise of opinion that it is not necessary or expedient at this time that such an order and decree be entered. In so far as these actions are concerned, they are brought solely on the ground that the corporations are exceeding their statutory purposes and therefore powers, and not because of otherwise improper conduct of their affairs, although some evidence tending to show mismanagement was attempted to be offered. The court is likewise of opinion that these corporations should so arrange their affairs that within a reasonable period of time they will have disposed of all real estate and other property not necessary for use in the lawful exercise of the purpose for which they were created, and if it is impossible to so limit their respective activities, that they will liquidate their assets and dissolve their respective corporations. Jurisdiction of the cause is retained and if steps are not taken by the respective corporations in line with the above suggestions then, upon notice, the writ of ouster will issue and such further orders as may be necessary and expedient will be made.