Hanan v. Sage
| Decision Date | 11 November 1893 |
| Citation | 58 F. 651 |
| Parties | HANAN v. SAGE. |
| Court | U.S. District Court — District of Minnesota |
Statement by NELSON, District Judge:
This is an action under the statute of Minnesota, brought to quiet title and settle adverse claims. The complainant alleges that he is in possession of the land, charges that the defendant claims an interest adverse to him, and prays that the defendant be required to set forth the nature of his claim and that all adverse rights be determined. The defendant files an answer, setting forth in detail his interest, and in substance claiming that the land in controversy is a portion of the place lands under a grant to the Hastings & Dakota Railway Company, derived from the United States government and that, subsequent to a judgment of the supreme court of the state declaring the charter of the railway company annulled by forfeiture, under proceedings commenced by the attorney general of the state, the corporation, in accordance with a resolution of its directors and stockholders, duly transferred and assigned its lands, of which the tract in dispute is a part, to him in trust, for the purpose of settling and winding up its business. A demurrer is interposed to the answer.
Lyndon A. Smith, for complainant.
J. M Gilman and Davis, Kellogg & Severance, for defendant.
NELSON District Judge, (after stating the facts.)
The contention to sustain the demurrer is that the corporation, after the judgment under the forfeiture proceedings, had no authority to convey any other than an absolute and complete title, and could not make any disposition of its lands and capital stock and other property in trust to be distributed among its shareholders, with a view of winding up its concerns; in fact, that the corporation could not convey its property upon any conditions, to any one in trust, for any purpose. The decree or judgment of forfeiture left in full force and effect section 416, c. 34, Gen. St. Minn. 1878, which reads as follows:
'Corporations whose charters expire by their own limitation, or are annulled by forfeiture or otherwise, shall, nevertheless, continue bodies corporate for the term of three years after the time when they would have been so dissolved, for the purpose of prosecuting and defending actions by or against them, and of enabling them gradually to settle and close their concerns, to dispose of and convey their property, and to divide their capital...
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... ... Beacon Hill Real Estate ... Co., 9 Del.Ch. 232, 80 A. 805, affirmed by the Supreme ... Court of Delaware in 9 Del.Ch. 411, 84 A. 229. Hanan v ... Sage (C.C.) 58 F. 651; Olmstead v. Distilling & ... Cattle Feeding Co. (C.C.) 73 F. 44. The principle of the ... decisions cited is that ... ...
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