Attorney General v. Perkins
| Decision Date | 18 January 1889 |
| Citation | 41 N.W. 426,73 Mich. 303 |
| Court | Michigan Supreme Court |
| Parties | ATTORNEY GENERAL v. PERKINS ET AL. |
Proceedings in the nature of quo warranto, on information filed by Moses Taggart, attorney general, against Thomas H. Perkins and others.
Moses Taggart, Atty. Gen., (Alfred Russell and Don M. Dickinson, of counsel,) for the People.
Thomas H. Talbot, (Benton Hanchett, of counsel,) for respondents.
This is a proceeding to try the right of the respondents to renew a mining corporation organized on the 4th of April, 1853, for the term of 30 years. The case stands upon demurrer by the respondents to the attorney general's replication to their plea to his information. The information sets up that the persons named are stockholders in a corporation called the "Pewabic Mining Company," purporting to be a renewed corporation, and for the space of one month last past and upwards, at Hancock, in the county of Houghton, in this state, have used, and still do use, without any warrant grant, or charter, the liberties, privileges, franchises of being a body corporate in law, fact and name, by the name of the "Pewabic Mining Company," purporting to be a renewed corporation, and by that name to plead and be impleaded, to answer and be answered unto; and also the liberties, privileges, and franchises of mining, smelting and manufacturing copper, iron, and silver minerals and ores and for acquiring, holding, selling, and conveying all property, real and personal, necessary or convenient for carrying on the same; and during all the time aforesaid the said persons having usurped, and still do usurp, upon the said people; and praying process against such persons to answer the people of the state of Michigan by what warrant they claim to have, use, and enjoy the liberties, privileges, and franchises aforesaid.
To the information the respondents interposed a plea, setting forth that they were stockholders in the original Pewabic Mining Company in and during the year 1883, prior to the time when the 30 years fixed by the articles of association by which said company was formed would expire, and have ever since continued to be, and still are, such stockholders. The plea also sets up the exercise of the functions of a corporation by the Pewabic Mining Company during said 30 years upon a certain quarter section of land in Houghton county, Mich., the location of its mine; the direction of the lode of copper, and the dip of the vein, and the necessity thereby of purchasing other land in order to continue to operate such lode; the purchase, in 1879, of such land, paying therefor $275,000, raised by assessments upon its capital stock; the knowledge of the shareholders paying such assessments that the lode on the land so purchased could not be explored and exhausted by mining during said period of 30 years, not for many years to come,-the desire and purpose of the stockholders in making the purchase being to obtain a renewal of the corporate existence of said Pewabic Mining Company for another period, commencing with the first period of 30 years, running from April 4, 1853; that by mistake or oversight no steps were taken to extend the time of the continuance of the corporation before the time limited by the articles had expired, but the officers and agents continued to carry on its business of mining, and levying and collecting assessments, after the 30 years had expired, until the directors became aware that such time had expired, and then they were advised that a new corporation could be formed, and the property of the Pewabic Mining Company could be transferred to it, and each stockholder in the old corporation could have issued to him the same number of shares of stock in the new corporation which he held in the old, which was done, and the Pewabic Copper Company was formed, and the property of the Pewabic Mining Company was transferred to it for the nominal sum of $50,000; that this action was ratified by more than two-thirds of the stockholders in the old company; and also about one-sixth of the stock voted against the plan. The vote was taken on the 26th of March, 1884, and on the 31st of March in that year the relators in this case, as stockholders in the old company, filed their bill of complaint in the circuit court of the United States for the Western district of Michigan, Northern division, in equity, against both the old and new corporations, and the directors of the Pewabic Mining Company, to restrain them from carrying out the plan of reorganization, and for other relief, including the winding up of the affairs thereof, and the distribution of its assets among the shareholders; that an answer was put in and proofs taken, and upon a hearing upon the merits a decree was rendered in the cause on the 4th day of May, 1886, which decree is appended as a part of the plea in an exhibit. From this decree both parties appealed to the supreme court of the United States, and the suit is still pending and undecided. By the said decree the continued existence of the Pewabic Mining Company was recognized and provided for, and special provision was made in said decree that in case, upon the offer of the property of the Pewabic Mining Company at public auction for sale, there should not be a bid for the aggregate of the property and assets of said company in excess of $50,000 above the amount of the debts of said company existing at the time fixed for such sale, then that the said arrangement for the sale of the property of said Pewabic Mining Company, approved at said stockholders' meeting above set forth, to the Pewabic Copper Company, should be carried out, as provided by the resolution adopted by the said stockholders of the said Pewabic Mining Company at said meeting. By reason of the aforesaid suit, the proceedings therein, the decree and the said appeals therefrom, and the pendency of said suit in the supreme court, undetermined and awaiting final hearing and determination, the said corporation, the Pewabic Mining Company, has continued, during all the time aforesaid, and still continues, to exist as a corporation, and has not been at any time and is not dissolved, and its property and business have not been closed, settled, or disposed of. These respondents refer to the said suit in equity, the pleadings, decree, and appeal therein, as a part of their plea. The plea then sets forth that the dissolution of such corporation had not become complete, nor has it yet become complete, and that a special meeting of such corporation was called to be held on the 4th day of February, 1888, under and in pursuance of act No. 37 of the Laws of Michigan, approved March 19, 1887, for the purpose of directing the continuance of the corporate existence of the Pewabic Mining Company for such further term, not exceeding 30 years, as might be expressed in a resolution for that purpose. The plea then sets up specifically the proceedings by which it is claimed the continuance of the corporation was effected. The resolution passed by such meeting reads as follows: "Resolved, that the Pewabic Mining Company hereby extends and directs the continuance of its corporate existence for a period of thirty years from the 4th day of April, A. D. 1883, as authorized by an act of the legislature of the state of Michigan approved March 14, 1882, entitled 'An act to provide for renewing the incorporation of companies organized for mining and manufacturing purposes,' as amended by an act approved March 19, 1887." No claim is made here that the laws referred to were not complied with, and it is unnecessary to state that portion of the plea which sets out the proceedings. The respondents say that their action in the premises is authorized by the laws of the state; that it was and is necessary to the care and protection of their interests as stockholders in the Pewabic Mining Company, in respect to said company and its property; and that they are not guilty of the usurpations charged in the information.
The attorney general filed his replication to the plea, setting forth that the said relators Thomas Henry Mason and William Hart Smith were stockholders in the original Pewabic Mining Company mentioned in said information and plea before the time when the 30 years fixed in the articles of association by which said corporation was formed on the 4th day of April 1853, expired, and prior to the time when the corporate existence of said company was actually terminated by limitation of law for the exercise of powers derived from its charter, to-wit, the 4th day of April, 1883, and attended all the meetings for the alleged renewal of said corporation under act No. 37 of the Session Laws of the State of Michigan for the year 1887, approved March 19, 1887, which are set out specifically in said plea, and protested against and voted against the resolutions and other proceedings for such alleged renewal, and against said alleged organization in 1887, under which said respondents justify in their said plea; and that the aforesaid act, whereby any corporation organized under the laws of Michigan for mining or manufacturing purposes, and whose power would expire at a given time, might be continued in existence for the purpose of continuing the business for which it was established, by a vote of two-thirds of its capital stock at any time before the dissolution of such corporation should become complete, was passed subsequent to the time of the grant of the charter of said original Pewabic Mining Company, and was not within the constitutional power of the legislature of the state of Michigan as respects the said last-named corporation, having its corporate existence before the time of the enactment of said law, the stockholders in which associated upon the faith that after the...
To continue reading
Request your trial