Baldwin v. Johnson

• Decision Date: 25 November 1901
• Citation: 65 S.W. 171
• Parties: BALDWIN et al. v. JOHNSON et al.
• Court: Texas Supreme Court

Page 171

65 S.W. 171

BALDWIN et al. v. JOHNSON et al.

Supreme Court of Texas.

November 25, 1901.

Error to court of civil appeals of Fifth supreme judicial district.

Action by Albert Baldwin and others against D. E. Johnson and another. From a judgment of the court of civil appeals affirming a judgment for defendants, plaintiffs bring error. Reversed.

P. A. Turner and S. P. Pounders, for plaintiffs in error. Chas. S. Todd, for defendants in error.

BROWN, J.

The John Henry Shoe Company, a private corporation created under and in conformity to the laws of the state of Louisiana, owned the land in controversy, which is situated in Titus county. The corporation owed no debts, but was possessed of property of the value of $100,000. Its charter provided that when it should be dissolved its affairs should be liquidated and settled by a commission of three persons appointed by the stockholders. The provision of the charter was in conformity to the law of the state of Louisiana. In accordance with the charter and in compliance with the laws of the state of Louisiana, the stockholders met at the city of New Orleans, where the corporation carried on its business, and in due form adopted the following resolution: "Mr. John H. Hannah moved that the `John Henry Shoe Co., Ltd., be dissolved, and its affairs liquidated under the superintendence of three commissioners to be elected forthwith in accordance with the notice heretofore read, and that said commissioners be allowed a compensation of seven hundred and fifty ($750) dollars per month, to be divided equally among them; that said commissioners be vested with full power to dispose of all the assets of the company, both real and personal, to execute all papers, deeds, and documents necessary or proper to that end, and to the complete and final liquidation of the company and the distribution of the proceeds amongst the stockholders, and that said commissioners be instructed to liquidate as speedily as possible.'" The capital stock of the corporation was divided into 2,000 shares of $100 each, and all of the shares were represented at the meeting which passed the foregoing resolution by unanimous vote. By unanimous vote of the stockholders, Albert Baldwin, John J. Hannah, and James J. McLaughlin were chosen commissioners to settle up the affairs of the corporation. Baldwin, Hannah, and McLaughlin filed this suit in the district court of Titus county in the form of action of trespass to try title against D. E. Johnson and E. L. Hays. In the petition the plaintiffs set out the proceedings with regard to the dissolution of the corporation and their selection as commissioners to wind up its business and settle its affairs, and prayed that they recover the land as commissioners for the said John Henry Shoe Company. To this petition the defendants interposed a general demurrer and a special exception based upon the ground that the allegation showed the plaintiffs not entitled to recover in the character in which they sued. The general demurrer and the special exception were sustained by the court, whereupon the plaintiffs, by leave of the court, filed a trial amendment, in which they set up that they were stockholders in the corporation, the John Henry Shoe Company, at and before its dissolution; that John H. Hannah owned 650 shares of its stock, Albert Baldwin owned 650 shares, and James J....