Kansas City Hotel Co. v. Hunt

• Decision Date: 31 July 1874
• Citation: 57 Mo. 126
• Parties: KANSAS CITY HOTEL CO., Defendant in Error, v. R. H. HUNT, Plaintiff in Error.
• Court: Missouri Supreme Court

57 Mo. 126

KANSAS CITY HOTEL CO., Defendant in Error,

v.R. H. HUNT, Plaintiff in Error.

Supreme Court of Missouri.

July Term, 1874.

Error to Jackson Circuit Court.

Wm. E. Sheffield, for Plaintiff in Error.

Lay & Belch and Brown & Case, for Defendant in Error.NAPTON, Judge, delivered the opinion of the court.

This action was to recover the amount of subscription made by the defendant to the increased capital stock of the Kansas City Hotel Company. The subscription was made subsequent to the formation of the company under the general corporation law, and after an increase of stock was assumed to have been made in accordance with the provisions of the 11th and 12th sections of the 7th article of the act concerning corporations. The original amount of stock was 40,000 dollars, and in pursuance of a resolution of the stockholders at a meeeting held in accordance with the provisions of the statute, the stock was increased 80,000 dollars.

The only defense relied on, was that the chairman and secretary of the meeting of stockholders, at which the increase of stock was voted, did not, in their certificate purporting to be in conformity to the 12th section of the 7th article, certify the “amount of capital paid in” nor “the whole amount of the debt and liabilities of the company.” In other respects this certificate is conceded to have been in conformity to the statute. The Circuit Court held this omission to be fatal to the case and so declared in an instruction, and thereupon, the plaintiff took a non-suit with leave, etc. And whether this omission in the certificate was a bar to a recovery, under the circumstances of this case, is the only question presented by the record.

That the Kansas City Hotel Co. was duly organized under the general law concerning incorporations, is not denied; that the directors of the company published the notice required by the 11th section of the 7th article of the act concerning Incorporations, and gave due notice to the stockholders of the time and place of meeting to decide on the question of increasing the stock, was proved, and that a meeting of the stockholders under such notice was held, and that at such meeting, two-thirds of the stockholders voted to increase the stock to 80,000 dollars, is also conceded; that the chairman and secretary of this meeting gave a certificate purporting to be in compliance with the 12th section of the article aforesaid is also conceded; and that this certificate was duly recorded, and that it complied in all respects with the statute, except in two particulars above mentioned, is also admitted or proved. This certificate failed to show the amount of paid up stock and the amount of debts and liabilities of the company.

The company was organized on the 14th day of April, 1868; the meeting of the stockholders to vote on a proposed increase of stock was held on the 9th of May, 1868, and the certificate of the chairman and secretary was filed on the 19th of May, 1868.

It does not appear when the defendant subscribed, but it seems the second call made on him was on May 4th, 1868, from which it may be inferred, that this subscription was shortly after the organization of the company and the increase of stock, though it is evident the dates are incorrect. It however appears from the record, that the organization of the company and the increase of stock and the subscription of defendant occurred in rapid succession, within a very short time, in the months of April, May and June, 1868.

The court instructed, that unless a certificate of the proceedings of the meeting of stockholders, held to increase the capital stock of plaintiff, showing a compliance with the law and the amount of capital stock actually paid in, the whole amount of...