Schmidt v. Hennepin County Barrel Co.

29 N.W. 200, 35 Minn. 511, 1886 Minn. LEXIS 208

• Court: Supreme Court of Minnesota
• Decided: September 11, 1886
• Status: Published

Opinion

Gileillan, C. J.

The defendant is a corporation, created under Gen. St. 1878, c. 34, title 2. It issued stock (four shares) to one Beach, who, as is found by the court below, and is clearly proved by the evidence, prior to that time owed, and continued to owe, the company an amount exceeding considerably the par value of the stock. The only question made in the case is, had the corporation a lien on the stock for its debt?

It is difficult to see how it can be made a question, under the definite language of the statute:

“Sec. 114. * * * Such corporation shall, at all times, have a lien upon the stock or property of its members invested therein, for all the debts due from them to such corporation.”

The language of section 135, giving alien, is precisely the same; so that it does not matter whether this corporation was formed under that part of the title commencing with section 109 or that part commencing with section 120. The provisions of section 155, and the following sections, have nothing to do with the case, for the corporation did not organize under them. .

There is nothing in the language quoted to suggest (what plaintiff claims here) that the lien is confined to stock owned by the stockholder at the time when the debt was incurred, and does not apply to subsequently-acquired stock. Of course there is no lien on stock until the debtor holds it, — until indebtedness to the cosporation and ownership of stock concur. Whenever they do concur the lien attaches. The corporation shall, “at all times,” have a lien for “all the debts due,” without reference to when they were incurred, nor when the stock was acquired.

There is nothing in the suggestion that the defendant waived its lien. No facts are found from which a waiver could be inferred.

Order affirmed.