Coal Land Development Co. v. Chidester

• Decision Date: 07 September 1920
• Citation: 103 S.E. 923,86 W.Va. 561
• Parties: COAL LAND DEVELOPMENT CO. v. CHIDESTER.
• Court: West Virginia Supreme Court

103 S.E. 923

86 W.Va. 561

COAL LAND DEVELOPMENT CO. v. CHIDESTER.

Supreme Court of Appeals of West Virginia.

September 7, 1920

Submitted September 1, 1920.

Syllabus by the Court.

The power of a corporation to purchase, hold, and sell real estate for profit, within the meaning of section 3, chapter 52, Code 1918 (Code 1913, sec. 2813), cannot be questioned collaterally, but only by a direct proceeding instituted by the state for that purpose.

A corporation may maintain an action to recover damages for libel or slander against it as a corporate entity injuriously affecting its trade or business.

An employer may maintain an action for damages against one who assaults or otherwise wrongfully injures his servant, where as a result of the injury the employer suffers the loss of his services.

It is permissible to join in the same declaration two distinct and independent causes for recovery, of the same general nature where, if the actions were separate, the form of each would be the same and admit of the same plea and judgment.

Counts for libel or slander and assault and battery may be joined in a declaration in trespass on the case.

Certified questions from Circuit Court, Lewis County.

Trespass on the case by the Coal Land Development Company against John C. Chidester. Demurrer to declaration overruled, and questions certified. Ruling of circuit court sustained.

W. J. Smith, of Weston, for plaintiff.

LYNCH J.

The Coal Land Development Company, describing itself as a corporation created, organized, and doing business as such according to the laws of this state, has brought an action of trespass on the case in the circuit court of Lewis county against John C. Chidester to recover of defendant damages to plaintiff's business occasioned by certain acts and conduct of defendant and public statements and offensive language made and used by him of and concerning the character, business, property, and property rights of the plaintiff, and for an assault and battery made by him upon the person of one of its agents and employés while engaged in the course of his employment in plaintiff's behalf, thereby depriving plaintiff of his services and causing loss and damage to its business. To the declaration defendant demurred, and, having overruled the demurrer, the court certified its action here for review.

As counsel for defendant have not in any manner assigned on the record of the circuit court the grounds of demurrer, and have not in any manner or for any purpose appeared in the case here or filed a note of argument or citation of authority, our discussion is confined to propositions said by plaintiff's counsel in his brief to be those argued in the trial court. These are: (1) That upon the showing of the plaintiff's declaration the plaintiff is illegally incorporated, and is engaged in an illegal business, and is not entitled to the protection of the law; (2) that as a corporation has no soul and by analogy has no character, plaintiff is not entitled to maintain a suit for slander; (3) that neither count in the declaration states matter sufficient to maintain the plaintiff's action; (4) that the causes of action set out in the first and second counts of the declaration cannot be joined in one action; (5) that a corporation cannot maintain an action against an individual for assaulting and beating its servant.

There is in the declaration nothing to warrant the criticism affecting the legality of plaintiff's creation or organization or the character of the business in the prosecution of which it was engaged when this action was brought. Its object and its business then were, and doubtless still are, "buying and selling unmined coal, and in taking of options for the purchase of coal, and buying and holding unmined coal for sale," and it then had an established and profitable business in dealing and trading in such property or estate, and in addition thereto sold and offered for sale stock in the corporation for profit, whereby the company had earned and was then earning and accumulating profitable returns from such business, the amount whereof the declaration fixes at several thousand dollars monthly.

By the first section of chapter 52 (sec. 2811) a corporation doing business in this state "may purchase, hold, use, and grant estate real and personal." The only limitation upon the exercise of this right is the restriction found in section 3 (sec. 2813) of the same chapter, and it is perhaps upon the provisions of that section that defendant's counsel rely. It says:

"No corporation shall be incorporated for the sole purpose of purchasing real estate in order to sell the same for profit."

It seems to be law, thoroughly settled by numerous decisions:

"That although a corporation may be disabled or forbidden from holding land at all, or from holding land except for particular purposes, or from holding land beyond a prescribed limit, yet if it does hold land in the face of such disabilities or prohibitions, its title will be good except as against the state alone, and that it will be deemed to have a good title until its title is invalidated in a direct proceeding instituted by the state for that purpose." 10 Cyc. 1133(g), and cases cited, among them being Banks v.

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