Hawk & Buck Co. v. Cassidy

• Decision Date: 15 June 1942
• Docket Number: No. 5459.,5459.
• Citation: 164 S.W.2d 245
• Parties: HAWK & BUCK CO., Inc., et al. v. CASSIDY.
• Court: Texas Court of Appeals

164 S.W.2d 245

HAWK & BUCK CO., Inc., et al. v. CASSIDY.

No. 5459.

Court of Civil Appeals of Texas. Amarillo.

June 15, 1942.

Rehearing Denied September 7, 1942.

Appeal from District Court, Dallas County; Claude M. McCallum, Judge.

Suit by J. R. Cassidy against the Hawk & Buck Company, Incorporated, and another, to recover shares of stock and for other relief. From an order of the district court of Dallas county overruling defendants' pleas of privilege to be sued in Tarrant county, defendants appeal.

Affirmed.

Cantey, Hanger, McMahon, McKnight & Johnson and J. A. Gooch, all of Fort Worth, for appellants.

L. B. Milam, D. A. Frank, and D. A. Frank, Jr., all of Dallas, for appellee.

FOLLEY, Justice.

This is an appeal from an order overruling the pleas of privilege of The Hawk & Buck Company, Inc., and Charles C. Griffin to be sued in Tarrant County, the appeal being from the District Court of Dallas County.

The appellee, J. R. Cassidy, filed his suit against the appellants, The Hawk & Buck Company, Inc., and Charles C. Griffin, seeking judgment awarding him 300 shares of the common capital stock of the corporation and for dividends in the sum of $30,000, or, in lieu of such stock, for the reasonable cash market value of the same together with $30,000 in dividends. Griffin is president of the corporation and his residence is admittedly in Tarrant County.

The appellee alleged that the corporation was a resident of Dallas County; that it was originally incorporated as The Miller Company in 1924, but that by amendment of its charter in 1928 its name was changed to The Hawk & Buck Company, Inc., the identical corporation sued herein; that appellee was one of the directors at the time of the organization of the original corporation, The Miller Company, which had a capital stock of $600,000; that at the time of such incorporation 300 shares of the stock of the corporation at the value of $100 per share were assigned to appellee, in addition to his salary, as an inducement for him to become a factory manager of The Miller Company; that such stock was never delivered to appellee but is still his property; that under said agreement he was manager of the corporation's plant in Waco for about 17 years or until January 1, 1941, when he resigned; that the appellant Griffin owns other businesses and has commingled the assets, liabilities and affairs of the same with The Hawk & Buck Company, Inc.; that the corporation has paid no dividends because of such acts of Griffin; and that the appellants have failed to deliver to appellee his stock and dividends. In addition to his prayer for the relief above indicated, appellee also asked for the appointment of a receiver.

The testimony shows that The Miller Company was organized and chartered in 1924, with Cassidy, Griffin, and three others as directors. The original charter shows it was incorporated for the purpose of manufacturing and selling clothing, particularly overalls, pants and shirts, and for the purchase and sale of goods, wares, and merchandise used for such purpose. The place where the business of the corporation was to be transacted was specifically designated in the articles of incorporation as Dallas, Dallas County, Texas. In April, 1928, the name of the corporation was changed from The Miller Company to The Hawk & Buck Company, Inc., by an amendment of the charter. In such amendment no mention was made of any change in the residence of the corporation. It is uncontroverted, however, that in 1925 or 1926 the company moved its principal place of business, its books, records, and offices from Dallas to Fort Worth in Tarrant County, since which time it has maintained no office and conducted no business of any sort in Dallas County.

We think the controlling question presented is whether the recitations in the charter of the corporation designating Dallas County as its place of business is sufficient to retain the venue there even though the corporation is not, in reality, using such county as a place of residence. It is to this question that we direct our attention, all other matters, in our judgment, becoming immaterial.

Like many other jurisdictions, Texas has by statute required corporations to designate the place or places where they will do business. Article 1304, Vernon's Ann.Civ.St., requires that the charter of any private corporation must set forth the "place or places where its business is to be transacted." Such statutes are, no doubt, for the obvious purpose of avoiding disputes as to the company's "place of business" or "domicile" and to determine venue, fix a situs "for the purpose of general jurisdiction and taxation, and to apprise the stockholders where they may go to inspect the books and records of their company." Fletcher Cyc.Corp., Perm.Ed., Sec. 4046. The domicile of the...