Seubert v. Scott

164 N.W. 75, 39 S.D. 278, 1917 S.D. LEXIS 145

• Court: South Dakota Supreme Court
• Decided: August 23, 1917
• Docket: File No. 4115
• Status: Published

Opinion

GATES, P. J.

Action by a judgment creditor of a corporation to collect from alleged stockholders who- had not paid f'01* their stock. Judgment for defendants. From the judgment, and an order denying a new trial, plaintiff appeals.

[1] The trial court found that defendants subscribed for stock in the corporation upon the condition that it should not be issued, delivered, or paid for until one Fawick obtained a patent for a transmission for a tractor engine and had transferred the patent to the corporation, which condition never accrued. Certificates of stock were made out to the defendants, and remained undetached from the corporate stockbook, and were never delivered. The defendants, therefore, never -became de jure stockholder in the corporation.

[2]. There is nothing in the record tending to show that they held themselves out to plaintiff to be stockholders at the time the indebtedness was incurred for which his - judgment was rendered, if at any time; therefore there is nothing tending to show that they should be held to be -de facto stockholders, and as such liable to-creditors- of the corporation. Randall Printing Co. v. Sanitas Mineral Water Co., 120 Minn. 268, 139 N. W. 606, 43 L. R. A. (N. S.) 706.

The judgment and order appealed from are affirmed.