First National Bank v. Winona Plow Co.

Supreme Court of Minnesota

First National Bank v. Winona Plow Co.

59 N.W. 997, 58 Minn. 167, 1894 Minn. LEXIS 373

CourtSupreme Court of Minnesota

DecidedJuly 11, 1894

DocketNos. 8876, 8878

StatusPublished

Cited by19 cases

This text of 59 N.W. 997 (First National Bank v. Winona Plow Co.) is published on Counsel Stack Legal Research, covering Supreme Court of Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

First National Bank v. Winona Plow Co., 59 N.W. 997, 58 Minn. 167, 1894 Minn. LEXIS 373 (Mich. 1894).

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Opinion

Canty, J.

This is an action brought under 1878 G. S. ch. 76, by plaintiff in behalf of itself and all other creditors, to sequester the property and effects of the defendant the Winona Blow Company, and apply the same to the payment of its debts, and also to enforce the constitutional liability of its stockholders for the purpose of paying any balance of indebtedness existing after exhausting such corporate assets. After all the corporate assets were thus applied, [172]*172final judgment was entered against the appellants N. C. A. Munck and O. B. Grould and others, stockholders in the defendant corporation, for such balance of indebtedness.

1. The principal point urged by appellants is that the stockholders of the defendant corporation are not liable, because it is exclusively a manufacturing corporation. It was organized under 1878 G-. S. ch. 34, title 2, and the purposes for which it was incorporated are expressed in its articles of incorporation as follows: “The general nature of its business shall be the manufacture, purchase, repair, and sale of plows, cultivators, and other farming and agricultural implements of all kinds, the purchase and sale of all materials necessary or convenient in the prosecution of said business, and to take, own, hold, mortgage, lease, and convey any and all real estate necessary or useful therein.”

One of the findings of fact made by the court below on the trial is as follows: “That in fact the actual business carried on by said plow company at all times since its organization, and intended by its incorporators to be carried on by it, was exclusively that of manufacturing plows and other agricultural implements, and the disposing of the product of its manufacture, except that for a limited time it handled and sold on commission goods manufactured by other persons and corporations, in connection with, and for the purpose of reducing the expenses of, selling and handling its own product.”

We are of the opinion that by its articles of incorporation this defendant is both a manufacturing and a mercantile corporation. Such articles of incorporation provide for the “purchase” and “sale of plows, cultivators, and other farming and agricultural implements of all kinds,” as well as for the “manufacture,” “repair,” and sale of those articles. In this respect the case is quite similar to that of Densmore v. Shepard, 46 Minn. 54, (48 N. W. 528, 681.) See, also, Arthur v. Willius, 44 Minn. 409, (46 N. W. 851;) Mohr v. Minnesota Elevator Co., 40 Minn. 343, (41 N. W. 1074.) The fact that the stockholders, as found by the court, did not intend to carry on anything but an exclusively manufacturing business, and that the corporation never did carry on any other business except such commission business, can make no difference. “And if the corporation is organized for the purpose, as declared in the articles of association, of carrying on both a manufacturing business, and also some other kind of business [173]*173not properly incidental to or necessarily connected with a manufacturing business, the mere fact that the corporation never exercised all of its powers, and never in fact engaged in or carried on anything but a manufacturing business, will not bring it within the constitutional exception.” Arthur v. Willius, 44 Minn. 415, (46 N. W. 851.)

2. Neither the constitution nor the statute provides that the stockholder’s liability shall be only ratably to the amount of his stock, but •“he shall be liable to the amount of stock held or owned by him.” This is the limitation on his liability, and the court cannot add by construction the additional limitation that he is liable only “ratably” when some of the stockholders are insolvent, or beyond the jurisdiction of the court.

3. The fact that one of the appellants purchased his stock, or a part of it,- after a part of the corporate indebtedness here in suit had been incurred, is no defense. All those who are stockholders at the time the action is commenced are liable. Gebhard v. Eastman, 7 Minn. 56 (Gil. 40).

These are the only points made by appellants worthy of consideration, and the judgment appealed from should be affirmed.

So ordered.

Buck, J., absent, sick, took no part.

(Opinion published 59 N. W. 997.)

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Canty, J.

This is an action brought under 1878 G. S. ch. 76, by plaintiff in behalf of itself and all other creditors, to sequester the property and effects of the defendant the Winona Blow Company, and apply the same to the payment of its debts, and also to enforce the constitutional liability of its stockholders for the purpose of paying any balance of indebtedness existing after exhausting such corporate assets. After all the corporate assets were thus applied, [172]*172final judgment was entered against the appellants N. C. A. Munck and O. B. Grould and others, stockholders in the defendant corporation, for such balance of indebtedness.

1. The principal point urged by appellants is that the stockholders of the defendant corporation are not liable, because it is exclusively a manufacturing corporation. It was organized under 1878 G-. S. ch. 34, title 2, and the purposes for which it was incorporated are expressed in its articles of incorporation as follows: “The general nature of its business shall be the manufacture, purchase, repair, and sale of plows, cultivators, and other farming and agricultural implements of all kinds, the purchase and sale of all materials necessary or convenient in the prosecution of said business, and to take, own, hold, mortgage, lease, and convey any and all real estate necessary or useful therein.”

One of the findings of fact made by the court below on the trial is as follows: “That in fact the actual business carried on by said plow company at all times since its organization, and intended by its incorporators to be carried on by it, was exclusively that of manufacturing plows and other agricultural implements, and the disposing of the product of its manufacture, except that for a limited time it handled and sold on commission goods manufactured by other persons and corporations, in connection with, and for the purpose of reducing the expenses of, selling and handling its own product.”

We are of the opinion that by its articles of incorporation this defendant is both a manufacturing and a mercantile corporation. Such articles of incorporation provide for the “purchase” and “sale of plows, cultivators, and other farming and agricultural implements of all kinds,” as well as for the “manufacture,” “repair,” and sale of those articles. In this respect the case is quite similar to that of Densmore v. Shepard, 46 Minn. 54, (48 N. W. 528, 681.) See, also, Arthur v. Willius, 44 Minn. 409, (46 N. W. 851;) Mohr v. Minnesota Elevator Co., 40 Minn. 343, (41 N. W. 1074.) The fact that the stockholders, as found by the court, did not intend to carry on anything but an exclusively manufacturing business, and that the corporation never did carry on any other business except such commission business, can make no difference. “And if the corporation is organized for the purpose, as declared in the articles of association, of carrying on both a manufacturing business, and also some other kind of business [173]*173not properly incidental to or necessarily connected with a manufacturing business, the mere fact that the corporation never exercised all of its powers, and never in fact engaged in or carried on anything but a manufacturing business, will not bring it within the constitutional exception.” Arthur v. Willius, 44 Minn. 415, (46 N. W. 851.)

2. Neither the constitution nor the statute provides that the stockholder’s liability shall be only ratably to the amount of his stock, but •“he shall be liable to the amount of stock held or owned by him.” This is the limitation on his liability, and the court cannot add by construction the additional limitation that he is liable only “ratably” when some of the stockholders are insolvent, or beyond the jurisdiction of the court.

3. The fact that one of the appellants purchased his stock, or a part of it,- after a part of the corporate indebtedness here in suit had been incurred, is no defense. All those who are stockholders at the time the action is commenced are liable. Gebhard v. Eastman, 7 Minn. 56 (Gil. 40).

These are the only points made by appellants worthy of consideration, and the judgment appealed from should be affirmed.

So ordered.

Buck, J., absent, sick, took no part.

(Opinion published 59 N. W. 997.)

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59 N.W. 997, 58 Minn. 167, 1894 Minn. LEXIS 373, Counsel Stack Legal Research, https://law.counselstack.com/opinion/first-national-bank-v-winona-plow-co-minn-1894.

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