Kent County Agr. Soc. v. Houseman

• Decision Date: 02 July 1890
• Citation: 46 N.W. 15,81 Mich. 609
• Court: Michigan Supreme Court
• Parties: KENT COUNTY AGRICULTURAL SOC. v. HOUSEMAN.

46 N.W. 15

81 Mich. 609

KENT COUNTY AGRICULTURAL SOC. v. HOUSEMAN.

Supreme Court of Michigan

July 2, 1890

Appeal from circuit court, Kent county; WILLIAM E. GROVE, Judge.

Maurice M. Houseman, for appellant.

Blair, Kingsley & Kleinhans, for appellee.

GRANT J.

The complainant was organized December 27, 1855, under an act of the legislature providing for the formation of county and town agricultural societies. How. St. �� 2303-2312. The object of this society was declared to be "the promotion of agriculture and all its kindred arts." In 1856 it purchased 35 acres of land adjoining the city of Grand Rapids for fair-ground purposes. It fenced the gounds, erected suitable buildings, held annual fairs thereon until 1878, and in that year leased its property to the West Michigan Agricultural & Industrial Society, which has ever since occupied the grounds and held annual fairs thereon. It has never had any capital stock, and the statute provides for none. Assuming that its charter had expired by limitation, it was reorganized July 27, 1889, under an act of the legislature approved June 18, 1889. Act 155, Laws 1889. This was done, however, from abundant caution, in order to avoid any question of the continuance of the corporation. Its validity as such corporation has never been questioned by any stockholder or other party, although the term of 30 years since its organization expired in 1885, and although the 3 years allowed to corporations to wind up their affairs, after 30 years, has also expired. Neither the statute, nor its articles of association, specify any time for its corporate existence. On February, 1, 1890, the defendant made an offer for the purchase of its lands, provided a good title could be given. The directors passed a resolution accepting the offer. February 12, 1890, the directors passed another resolution authorizing its president and secretary to make a written contract with defendant for such purchase, which contract was on the same day duly executed on its part, and also by the defendant. A certain amount was to be paid down upon the execution and delivery of the deed, and the remainder in 10 days after demand. The deed was to be executed, and first payment made, February 17, 1890. The contract contained a provision that the defendant should have three days from the date thereof to determine whether complainant could convey a good title. If he should determine that it could not, then complainant agreed to commence a suit in a court of competent jurisdiction to determine the question. If said court should decree that complainant could convey a good title, then defendant agreed to perform the contract. February 17th complainant tendered a deed to defendant, and demanded payment. He refused to accept or make payment on the ground that it was doubtful whether the society could convey a good title. Thereupon, complainant brought this suit in the circuit court for the county of Kent, in chancery, for the specific performance of the contract. Hearing was had in open court, and decree rendered for complainant, and against defendant. Defendant appeals.

Two-thirds of complainant's members have consented in writing to the proposed sale. If defendant had been content to rest his title upon the decree of the court below, no question as to the validity of his title could afterwards have been raised by the complainant. The decree of the court below would have been conclusive upon the parties and their privies. The last election of officers and directors was in 1878. The directors then elected have held over, except two, whose vacancies were duly and properly filled by the board itself. Local Act No 378, of 1885, entitled, "An act to authorize the Kent County Agricultural Society to dispose of certain property and invest the proceeds," authorized the complainant by a vote of five of its directors present and voting at any meeting of its board, to sell these grounds, and authorized the proper officers to execute a deed therefor in the event of a sale. How. St.� 2308, of the general act for the formation of such societies, provides that such societies may apply to the circuit court of the county where such society is organized and located to obtain the authority to sell the whole or any part of its lands. Such application must be authorized at an annual meeting by a vote of not less than two-thirds of the members present at such meeting, and notice of the intention to vote for such application must be published in some newspaper of the county once a week for three months next preceding such annual meeting. The sale cannot be sustained under this section, as no notice was given as therein provided, and the assent of all the members was not obtained. The following objections are made on behalf of the defendant: (1) That complainant has lost title to the lands by non-user in failing to hold annual fairs; (2) that it had ceased to exist, its charter having expired by limitation, and its lands...