Cent. Ohio Natural Gas & Fuel Co. v. Capital City Dairy Co.

Decision Date28 March 1899
CourtOhio Supreme Court
PartiesCENTRAL OHIO NATURAL GAS & FUEL CO. v. CAPITAL CITY DAIRY CO.

60 Ohio St. 96
53 N.E. 711

CENTRAL OHIO NATURAL GAS & FUEL CO.
v.
CAPITAL CITY DAIRY CO.

Supreme Court of Ohio.

March 28, 1899.


Error to circuit court, Franklin county.

Action by the Capital City Dairy Company against the Central Ohio Natural Gas & Fuel Company. There was a judgment for plaintiff, and defendant brings error. Affirmed.

Spear, J., dissenting from second and third paragraphs.



Syllabus by the Court

1. The implied powers which a corporation has in order to carry into effect those expressly granted, and to accomplish the purposes of its creation, are not limited to such as are indispensable for these purposes, but comprise all that are necessary, in the sense of appropriate, convenient, and suitable, including the right of reasonable choice of means to be employed.

2. Acts of a corporation, which, if standing alone, or engaged in as a business, would be beyond its implied powers, are not necessarily ultra vires when they are incidental to, or form part of, an entire transaction, that, in its general scope, is within the corporate purpose. The validity of such a transaction is to be determined from its general character considered as a whole, rather than by segregation into individual parts, and each regarded as distinct from the others.

3. Where a corporation formed for the purpose of manufacturing and dealing in a particular line of goods, instead of incurring the delay and expense incident to the construction of a new manufacturing plant and building up of an independent business, in good faith, with a view of promoting the interests of the corporation, chooses to purchase of an existing partnership engaged in a like business its established plant and assets, including its outstanding claims, among which is one for damages to the property caused by another's negligence, the corporation acquires a valid title to the claim for damages, as against the party liable, and may maintain an action thereon.


Outhwaite & Linn and A. L. Thurman, for plaintiff in error.

Ohio St. 99]Thomas E. Steele, for defendant in error.
[Ohio St. 102]WILLIAMS, J.

In May 1893, a co-partnership owning a plant, in the city of Columbus, equipped for the manufacture and sale of oleomargarine, was engaged in carrying on that business under the firm name of the Capital City Dairty Company, and then had an established trade. At that time the Central Ohio Natural Gas & Fuel Company, a corporation organized under the laws of this state for the purpose of furnishing and selling natural gas to the inhabitants of the city, was prosecuting its business of supplying gas through pipes, some of which were laid in close proximity to the manufactory of the co-partnership. That property and its contents were damaged by an explosion of the gas, occasioned by the negligence of the corporation, for which it was liable to the co-partnership. Shortly afterwards, in July, 1893, the property and business of the co-partnership, with its accounts and bills receivable, including its demand for the damages resulting from the explosion, were sold and transferred to a corporation organized in this state by the members of the co-partnership and some other persons. This corporation was formed for the purpose of continuing the business of the co-partnership, adopted its name, and thereafter carried on the business at the same place; and in September, 1893, it commenced the action below against the plaintiff in error to recover the damages resulting from the gas explosion, the demand[Ohio St. 103]for which, it was alleged,

[53 N.E. 712

had been sold and assigned to the plaintiff as already stated. Issue was joined by denial of the alleged transfer of the demand, as well as of the allegations of the defendant's negligence, and the cause was submitted to the court upon the evidence and the following agreement of the parties: ‘It is stipulated and agreed by and between the parties hereto that the amount of...

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