Kansas City Hotel Co. v. Harris
| Decision Date | 31 January 1873 |
| Citation | 51 Mo. 464 |
| Parties | THE KANSAS CITY HOTEL CO., Respondent, v. JOHN S. HARRIS, Appellant. |
| Court | Missouri Supreme Court |
Appeal from Jackson Circuit Court.
Tichenor and Warner, for Appellant.
Lay & Belch with Brown & Case, for Respondent.
The appellant having subscribed to the stock of the corporation by its corporate name, and having subscribed ten additional shares after the increase of its capital stock, having voted for the increase and participated in the meeting for the increase, having acted as a director and voted for assessment on the increased stock, and having paid assessments so made after the increase of the capital stock, cannot question the legal existence of the corporation, nor the validity of its acts in increasing its capital stock, nor in making assessments. (Ang. & Ames on Corpor., §§ 636, 518, 519; Ohio Miss. R. R. Co. vs. McPherson, 35 Mo., 13; Smith vs. Heidecker, 39 Mo., 163; McDermott vs. Donnegan, 44 Mo., 85; Shaeffer vs. Home, Ins. Co., 46 Mo., 248; Price vs. Rock Island R. R. Co., 21 Ills., 73; Anderson vs. New Castle R. R. Co., 12 Ind., 376; Eaton vs. Aspinwall, 19 N. Y., 119; Bank of Tol. vs. International Bank, 21 N. Y., 542.)
This was an action to recover the last call on the stock subscribed by defendant to the capital stock of plaintiff.
The plaintiff is a private corporation organized under Chap. 69, 1 W. S., 332, for the purpose of erecting and carrying on a hotel in the City of Kansas. The defendant was an original stockholder and corporator and is still one of them.
The capital stock was originally $40,000 divided into shares of $100 each. The defendant subscribed for 40 shares or $4,000, afterwards the directors and stockholders--the defendant acting in both capacities--increased the stock of the Company to $80,000, and the defendant subscribed for ten additional shares, making the whole amount subscribed by him, fifty shares or $5,000.
When the first stock was subscribed, ten per centum thereof was paid, which was considered the first call; afterwards and at different times, four other calls were made, all of which were duly paid except the last. This last or fifth call was for twenty per cent. on the stock held by each stockholder, and it is this last call amounting to $1,000 on stock held by the defendant, that he objects to paying. The evidence clearly showed that the defendant being a stockholder, was also a director in the Company, and as such stockholder and director participated in the proceedings increasing the stock and also in making the several calls.
The case was submitted to the Court by consent, for trial, and the Court found for and gave the judgment for the plaintiff for the amount of the last call and interest thereon, from...
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