In Re Dissolution of Olivia Creamery & Produce Ass'n

246 N.W. 480, 188 Minn. 52, 1933 Minn. LEXIS 956

• Court: Supreme Court of Minnesota
• Decided: January 20, 1933
• Docket: No. 29,276.
• Status: Published

Opinion

LORING, Justice.

In proceedings for the dissolution of the Olivia Creamery & Produce Association, a corporation, the receiver petitioned for an assessment against the stockholders on their constitutional liability. The appellant appeared as a stockholder and demurred to the petition on the ground that the same did not state a cause of action and that the corporation was an exclusively manufacturing corporation and its stockholders exempt from the constitutional liability under art. 10, § 3, of the constitution prior to its recent amendment.

The sole question raised by the appellant in this court is whether or not the articles of incorporation of the association create an exclusively manufacturing corporation. The petition alleges that the nature of the corporation’s business “shall be buying, selling, manufacturing and dealing in milk, cream, ice cream, cheese and butter, and handling, managing, owning, operating, and controlling a creamery or creameries in the usual course of such business, and to do and perform all acts and things usual, requisite, and necessary on the premises.”

In Meen v. Pioneer Pasteurizing Co. 90 Minn. 501, 502, 97 N. W. 140, 141, this court said:

“The true test in cases of this kind, in determining the nature and character of a corporation, is — applying it to the facts of the case at bar — if the corporation had engaged exclusively in buying and selling milk, cream, butter, and cheese, whether the milk and cream were pasteurized or the butter and cheese manufactured by it or not, could proceedings have been maintained to forfeit its charter on the ground that it was doing a business not authorized or warranted by its articles of association?”

The learned trial court was of the opinion that measured by this test the corporation in question Avas not an exclusively manufacturing corporation and overruled the demurrer. We are in accord Avith the vieAvs of the trial court.- Obviously the corporation could engage in the buying and selling of milk and other dairy products mentioned in the articles Avithout ever entering into the manufacture of any such product. The language of the articles does not limit the buying, selling, and dealing in dairy products to those manufactured by it. Kremer v. Tellin, 154 Minn. 267, 191 N. W. 735; Graff v. Minnesota F. R. Co. 147 Minn. 58, 179 N. W. 562; Nortmann-Duffke Co. v. Federal C. S. Co. 167 Minn. 333, 209 N. W. 17. See also Sibley County Bank v. Crescent Mill. Co. 172 Minn. 394, 215 N. W. 521.

The order overruling the demurrer is affirmed.

OLSEN, Justice, took no part.