Gowdy Gas Well, Oil & Mineral Water Co. v. Pattison

• Decision Date: 04 June 1902
• Court: Indiana Appellate Court
• Parties: GOWDY GAS WELL, OIL & MINERAL WATER CO. et al. v. PATTISON.

29 Ind.App. 261

64 N.E. 485

GOWDY GAS WELL, OIL & MINERAL WATER CO. et al.

v.PATTISON.

Appellate Court of Indiana, Division No. 2.

June 4, 1902.

Appeal from circuit court, Rush county; Douglas Morris, Judge.

Injunction by Armilda J. Pattison against the Gowdy Gas Well, Oil & Mineral Water Company and others. From a judgment for plaintiff, defendants appeal. Affirmed.Smith, Cambern & Smith, for appellants. J. M. Stevens and J. A. Titsworth, for appellee.

WILEY, C. J.

Appellee sued appellants to enjoin them from interfering with her rights as a stockholder in appellant corporation, and to prevent them from shutting off her supply of natural gas. All the appellants, except the Gowdy Gas Well, Oil & Mineral Water Company, were officers of said corporation, and were made parties by reason of their being such officers. The complaint avers that appellee was a stockholder of the corporation, and owned one share of stock, of the value of $150; that the company was organized to furnish gas to its stockholders, and the surplus of gas to other persons; that it owned two gas wells, that were producing gas in large quantities; that the stockholders were entitled to gas free of charge in equal amounts; that all of them were being supplied with gas; that appellants are threatening to and will cut off appellee's supply of gas unless restrained. The complaint further avers that appellee is illegally denied the right to attend the stockholders' meetings, and is denied the right to have her share of stock participate in the dividends which have been declared, and to which she is legally entitled. The prayer of the complaint is that she be adjudged a stockholder and member of said corporation, that her rights as such be established, and that appellants be enjoined from cutting off her supply of gas and from interfering with her rights as a stockholder, etc. To this complaint a demurrer for want of facts was addressed and overruled. The issues were joined by answer and reply. Upon proper request the court made a special finding of facts, and stated conclusions of law thereon. By the conclusions of law the court determined the issues involved in favor of appellee, and rendered judgment accordingly.

The assignment of errors presents three questions: (1) Overruling the demurrer to the complaint; (2) that the court erred in its conclusions of law; (3) that the court erred in overruling the motion for a new trial.

The first objection to the complaint is that it is a proceeding in mandamus, and will not lie. That question was disposed of adversely to appellants' contention by the supreme court in transferring the case to this court. This court is without jurisdiction in mandamus proceedings, and we must presume that in transferring the case the supreme court determined that it was one of purely equitable jurisdiction. We treat it, therefore, as one seeking injunctive relief. While the action, as disclosed by the complaint, has for its main object injunctive relief, it does not follow that appellee is not entitled to other relief. The complaint states facts which show that she is a member of appellant corporation, and a stockholder therein, and that her membership therein is denied. Under such facts such stockholder or incorporator may sue to establish her rights as such. Fire Co. v. Barnheisel, 92 Ind. 88; Ang. & A. Corp. §§ 390, 391; Field, Corp. § 142; Mor. Priv. Corp. § 405; Brauns v. Glesige, 130 Ind. 167, 29 N. E. 1061.

It is also suggested that the complaint is bad because it fails to state the manner in which appellee received her stock. This objection is not well grounded. The statement of the fact that she owned a share of stock was sufficient. To have stated the manner in which she acquired the stock would have been stating evidentiary facts, and this is not required in a pleading. Where the facts stated in a complaint are sufficient to entitle the plaintiff to any substantial relief, it is not subject to demurrer. Farrell v. Manufacturing Co., 12 Ind. App. 326, 40 N. E. 25;Levi v. Hare, 8 Ind. App. 571, 36 N. E. 369;Jessup v. Jessup, 7 Ind. App. 573, 34 N. E. 1017;Investment Co. v. Harris, 142 Ind. 226, 40 N. E. 1072, 41 N. E. 451. The demurrer was correctly overruled.

Of the facts found, we state all that are essential, as follows: That on June 20, 1898, 11 persons (naming them) duly filed articles of incorporation of the Gowdy Gas Well, Oil & Mineral Water Company. The articles of incorporation are set out in full. That said corporation elected a president, treasurer, secretary, and three trustees; that it never elected a board of directors, nor adopted any by-laws; that previous to August 17, 1899, the capital stock had not been increased or diminished, and that none of the stockholders had sold or assigned any share of stock; that said corporation became the owner of one gas well, capable of furnishing 35 fires, and which has since been used in supplying gas to its stockholders and five or six other persons; that, since the organization of said company, one Hardy, who was one of the original incorporators, has resided with appellee, and by an agreement between him and appellee, and with the knowledge and consent of appellant company, appellee has had the use of gas for fires furnished free on account of Hardy's right thereto as a stockholder; that previous to August 17, 1899, the said stockholders desired to procure a better supply of gas, by drilling another well; that a stockholders' meeting was held on said day, at which 8 of the 11 stockholders were present, and a resolution was adopted to drill another well; that, for the purpose of procuring money with which to do the work, a resolution was adopted to issue and sell another share of stock; that at said meeting said Hardy represented appellee, and it was agreed with the stockholders present to issue and sell to her a share of stock for $150 cash, which she agreed to take. The court found that “there was no time fixed for her to pay the same, nor was there any agreement that she should pay the same in advance of the issue of a stock certificate to her”; that in ...