Duluth Club v. MacDonald

• Decision Date: 15 November 1898
• Docket Number: 11,455 - (37)
• Citation: Duluth Club v. MacDonald, 74 Minn. 254, 76 N. W. 1128 (Minn. 1898)
• Parties: DULUTH CLUB v. CHARLES F. MACDONALD
• Court: Minnesota Supreme Court

76 N.W. 1128

74 Minn. 254

DULUTH CLUB v. CHARLES F. MACDONALD

Nos. 11,455 - (37)

Supreme Court of Minnesota

November 15, 1898

Appeal by plaintiff from an order of the municipal court of Duluth Edson, J., sustaining a demurrer to the complaint. Affirmed.

SYLLABUS

Corporation -- Assessment of Member of Social Club.

A corporation has not the power, as incident to it, to assess for its own use a sum of money on the corporators, and compel them, by an action at law, to pay it. Such power must be derived from the statute or some other express promise to pay it.

Howard T. Abbott, for appellant.

McGiffert & Hunter, for respondent.

OPINION

BUCK, J.

This action is brought to enforce and collect two assessments levied against the defendant as a member of the Duluth Club, a corporation created and organized under and by virtue of the laws of this state. The club was organized for social purposes, and in its articles of incorporation the purpose is specified as follows:

"The name of this corporation shall be the Duluth Club, and the general object and business of said corporation shall be to promote social intercourse among its members, and to provide for them the convenience of a club house."

After the club was organized it purchased a building, obtained a ground lease, and, in order to make the building suitable for a club house and furnish the same, it incurred the debts for which the two assessments above referred to were made and levied. Each member had an equal interest in the club house and its furnishings. No stock was provided for, or issued by the corporation, and in 1895 it became insolvent, and unable to pay its debts from the dues received from its members, and, in order to pay off its outstanding obligations, a meeting was called for the purpose set forth in the complaint, and at said meeting, held October 15, 1895, each member was, by a unanimous vote of said club, assessed $10, half thereof payable November 1, 1895, and the other half December 1, 1895; provided, however, that any member furnishing a new member to the corporation previous to January, 1896, should be deemed to have paid said assessment. Subsequently, on February 3, 1896, the club had a meeting, and voted to go into voluntary liquidation, and authorized the directors to dispose of the effects of the club, and, if the consideration received was insufficient to pay its debts, the directors were further authorized to make such further assessment on the members pro rata...