Grenell v. Detroit Gas Co.

• Citation: 70 N.W. 413,112 Mich. 70
• Court: Supreme Court of Michigan
• Decision Date: 10 March 1897
• Parties: GRENELL v. DETROIT GAS CO. ET AL.

70 N.W. 413

112 Mich. 70

GRENELL v. DETROIT GAS CO. ET AL.

Supreme Court of Michigan

March 10, 1897

Appeal from circuit court, Wayne county, in chancery; Joseph W Donovan, Judge.

Suit by Inez B. Grenell against the Detroit Gas Company and others. Demurrer to bill was overruled, and defendants appeal. Affirmed.

Wells, Angell, Boynton & McMillan, for appellants.

Fraser & Gates, for appellee.

HOOKER J.

The complainant's bill charges that on June 28, 1895, she recovered a judgment against the Michigan Gas Company of Detroit for damages sustained through its negligence on December 2, 1891, upon which action was begun April 9, 1892 that execution issued, and was returned unsatisfied for want of property upon which to levy the same; and that the amount is now due and unpaid. It alleges, further, that said company is a domestic corporation, with an authorized capital of $3,000,000, and that on December 2, 1891, said company was possessed of a large amount of property, real and personal that it was then engaged in supplying and selling gas to the public; that on November 22, 1892, the Detroit Gas Company another domestic corporation, was organized, its capital stock being fixed at $4,000,000, its objects including all of the objects for which the Michigan Gas Company was formed; that Frank P. Byrne, theretofore manager of the Michigan Gas Company, was instrumental in organizing the Detroit Gas Company; and that it was designed by its organizers to be, and in fact was, the successor of said Michigan Gas Company. It is alleged that, further, that on February 1, 1893, the stockholders of the Michigan Gas Company held a meeting, and adopted a resolution whereby it purported to authorize its officers to sell and convey to the Detroit Gas Company all of its property; and it was on February 1, 1893, duly conveyed to one Camille Weidenfield, by said officers, who, in turn, conveyed the same to the Detroit Gas Company, said Camille Weidenfield being a mere instrument through whom said conveyance to the Detroit Gas Company was made, and never having had any personal interest in the concern or its property. It is alleged, further, that the real consideration for said conveyance was, in part, the transfer by said Byrne, to the stockholders of the Michigan Gas Company, of shares of stock in the Detroit Gas Company, in furtherance of the arrangement theretofore made, and that they were the real owners of such stock, instead of said Byrne; that the officers, directors, and stockholders of said Michigan Gas Company, or at least some of them, were aware of the complainant's claim and the pendency of her action, and yet joined in such a transfer as to place all of the property of said company beyond the reach of execution. The bill prays discovery, and that said Detroit Gas Company be decreed to hold the said property of said Michigan Gas Company in trust for the payment of complainant's said claim, and that it pay the same, or that sufficient of said property be sold to that end. A demurrer was filed, which was overruled, and the defendants appeal.

If this transaction be viewed in the light that the defendants appear to desire it to be, viz. that these corporations are separate entities, and that the Detroit Gas Company purchased the property of the Michigan Gas Company, yet...