Attorney General v. McVichie

• Decision Date: 07 December 1904
• Citation: 138 Mich. 387,101 N.W. 552
• Court: Michigan Supreme Court
• Parties: ATTORNEY GENERAL ex rel. POTTER v. McVICHIE et al.

101 N.W. 552

138 Mich. 387

ATTORNEY GENERAL ex rel. POTTER v. McVICHIE et al.

Supreme Court of Michigan

December 7, 1904

Quo warranto by the Attorney General, on the relation of Waldo T Potter, to determine the right of Donald McVichie and others to the offices of managers of the Anthony Powder Company Limited. Proceedings dismissed.

Charles A. Blair, Atty. Gen. (W. T. Potter, of counsel), for relator.

Young &amp Bell and William P. Belden, for respondents.

HOOKER J.

The Anthony Powder Company, Limited, was organized on January 31 1890, under Act No. 191, p. 207, Pub. Acts 1877 (Comp. Laws, �� 6079-6089). The original articles of association show that the capital was to be $10,000, divided into 2,500 shares, of $4 each. Subsequently the shares were increased in number to 10,000. The articles also provided that the board of managers should consist of five persons. Their term of office was one year. At the annual meeting of stockholders held February 2, 1904, the relator was present, owning 5 shares of stock. There being 5 managers to be elected, he and others sought to cumulate their votes for the relator, under the minority representation law (Comp. Laws,� 8553). Upon that basis he received a total of 24,250 votes. All of the managers being voted for at once, the remaining stock--5,150 shares--was voted for each of the respondents. The meeting refused to recognize the right to have cumulative votes counted, and credited Potter with 4,850 votes--that being the number of shares so voted--and declared thr respondents to be elected members of the board of managers. The relator thereupon instituted these proceedings to inquire into their right to the office, and prays judgment upon the right of the relator to such office. The only question raised is whether Minority Law, � 8553, applies to this association.

Counsel for the relator discuss four propositions, viz.: 'The relator takes the position that it does apply, for the following reasons: (1) Under the Constitution, the statutes, and the decisions of our Supreme Court, a partnership association is a corporation. (2) If, in the opinion of this court, it is not a common type of a corporation, yet we maintain that partnership associations are governed by the law of corporations. (3) Should this court hold that the question whether or not a partnership association is a corporation, or is governed by the law of corporations, depends partly on the statute and partly on its articles of organization, then relator submits that the Anthony Powder Company, Limited, is a corporation, and is governed by the law relative to corporations. (4) The stockholders' minority law is entitled to a liberal construction.'

The importance of these questions rests upon the conclusion that the minority representation law necessarily applies in...