In re Haas Co.
| Decision Date | 12 April 1904 |
| Docket Number | 1,042. |
| Citation | 131 F. 232 |
| Parties | In re HAAS CO. v. ZIEGENHAGEN. TAYLOR |
| Court | U.S. Court of Appeals — Seventh Circuit |
The Haas Company, a corporation organized under the laws of Illinois, October 24th, 1892, with an authorized capital stock of eighteen thousand dollars, and engaged in a soda water manufacturing business, was, on or about the 22nd day of December, 1902, adjudicated a bankrupt, and its property put into the hands of a receiver pending the appointment of a trustee. Thereupon appellee, mortgagee under a chattel mortgage, filed his petition, praying that the receiver be directed to turn over to him all the personal property described in the mortgage which was made to secure notes aggregating the sum of two thousand dollars. The property covered constituted the entire assets of the company. The trustees answered, challenging the validity of the mortgage and on hearing before the referee, an order was recommended denying the petition; but on exceptions in the District Court, this recommendation was overruled, and the trustee directed to pay to the petitioner the proceeds of the sale, a sale having already taken place. From this order the appeal is prosecuted.
The finding of facts by the referee, about which there is no dispute, is as follows:
Prior to and on March 5th, 1902, the Haas Company was a corporation having a capital stock $18,000.00 divided into 180 shares of $100.00 each, of which Mr. Charles Ziegenhagen was the owner of 119 shares, Mrs. Lena Haas was the owner of 60 shares and Rosina Ziegenhagen was the owner of 1 share, the last named persons being the owners of all the shares of stock and the directors and officers of the corporation. At a meeting of the said directors, on the 5th day of March, 1902, at which all the directors, stockholders and officers were present the President Charles Ziegenhagen, stated that he had received an offer of $3500.00, for all the capital stock of the Company, payable as follows: $1500.00 cash balance in 1, 2, 3 and 4 years. After discussing the matter, the other stockholders agreed to assign their stock in blank, and deliver the same to Mr. Ziegenhagen in order that he might make the sale, and it was decided and agreed that Charles Ziegenhagen be authorized to make the sale upon the terms above stated.
The foregoing facts appear from the record of the minutes of the corporation for March 5th, 1902. It also appears from the testimony of the petitioner, Charles Ziegenhagen, and the testimony of Frederick H. Teeple, that the negotiations for the sale of this stock had been going on for some time prior to March 5th, 1902, between Charles Ziegenhagen and Frederick H. Teeple, the latter being the proposed purchaser and that an oral agreement was made prior to the meeting of March 5th, 1902, between Charles Ziegenhagen and Frederick H. Teeple, the latter being the proposed purchaser and that an oral agreement was made prior to the meeting of March 5th, 1902, between Ziegenhagen and Teeple, which provided that Teeple was to purchase the stock and to pay $1500.00 cash and to give notes for the balance.
At the Directors' meeting above referred to, held on March 5th, 1902, Charles Ziegenhagen, Lena Haas and Rosina Ziegenhagen resigned as directors and officers of the corporation, the resignations to take effect March 6th, 1902, at 12:00 o'clock noon. The records of the corporation show what purports to be the minutes of the meeting of the stockholders of the Haas Company, held 'pursuant to notice.' It is stated that there were present at said meeting, the following named stockholders:
Frederick H. Teeple . . . 178 shares
Frank W. Teeple . . . 1 share
Frederick matz . . . 1 share
The record is silent as to the date or day on which said meeting was held. The minutes of this meeting show that the parties named as stockholders, elected themselves as directors...
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