Hause v. Mannheimer

• Decision Date: 15 January 1897
• Docket Number: Nos. 10,208 - (206).,s. 10,208 - (206).
• Citation: 67 Minn. 194
• Court: Minnesota Supreme Court
• Parties: LODOWIC D. HAUSE, Receiver, v. ROBERT MANNHEIMER.<SMALL><SUP>1</SUP></SMALL>

Page 194

67 Minn. 194

LODOWIC D. HAUSE, Receiver, v. ROBERT MANNHEIMER.¹

Nos. 10,208 - (206).

Supreme Court of Minnesota.

January 15, 1897.

Appeal by defendant from a judgment of the district court for Ramsey county in favor of plaintiff, entered in pursuance of the findings and order of Kelly, J. Affirmed.

C. D. & Thos. D. O'Brien, for appellant.

Henry B. Farwell, for respondent.

CANTY, J.

The articles of incorporation of the St. Paul Athletic Park Association were duly made, and were filed in the office of the secretary of state and also in the office of register of deeds of Ramsey county, in April, 1888, and thereafter, in the same month, were published every day for a week in a daily newspaper published in St. Paul, in that county, but no affidavit of proof of such publication was ever filed in the office of the secretary of state, as required by G. S. 1894, § 2594. In Christian v. Bowman, 49 Minn. 99, 51 N. W. 663, this court held the filing of such affidavit essential to the creation of a corporation de jure.

On April 2, 1888, the defendant agreed with the promoters of this proposed corporation to subscribe for ten shares of its capital stock, of the par value of $100 each. The association began to do business in April, 1888, and continued to do the business for which it was organized until March, 1894, when, being insolvent, the plaintiff was appointed receiver for it in an action under G. S. 1894, c. 76. In the meantime there had been meetings of the stockholders and board of directors of the association, it had elected officers, "purchased and took a conveyance to itself as a corporation" of certain real estate in West St. Paul, caused the same to be improved by building thereon, and expended large sums of money therefor. On May 12, 1888, defendant, by his duly-authorized agent, paid the association $400 as a payment on such stock, and such agent received a certificate of stock for said ten shares of stock, signed by the president and secretary of the association, and sealed with its corporate seal. "Thereafter, and on or before May 1, 1889," defendant paid $200 more on said stock. The receiver brought this action to recover the balance of $400. The court below found for plaintiff, and, from the judgment entered thereon, defendant appeals.

The only ground for reversal urged by appellant is that, as no proof of the publication of the articles of incorporation was ever filed in the office of secretary of state, the alleged corporation was never legally created, and he contends that, therefore, plaintiff is not entitled to recover on the stock subscription. We cannot so hold. Under the definition of a corporation de facto laid down in Finnegan v. Noerenberg, 52 Minn. 239, 53 N. W. 1150, this association was such a corporation. But that is not all. Defendant dealt with the association as a corporation, and as a member thereof. As held in Foster v. Moulton, 35 Minn. 458, 29 N. W. 155, such an association, though not a corporation de jure,...