Louisiana Purchase Exposition Co. v. Schnurmacher

• Decision Date: 05 December 1910
• Citation: 132 S.W. 326,151 Mo. App. 601
• Parties: LOUISIANA PURCHASE EXPOSITION CO. v. SCHNURMACHER.
• Court: Missouri Court of Appeals

132 S.W. 326

151 Mo. App. 601

LOUISIANA PURCHASE EXPOSITION CO. v. SCHNURMACHER.

Springfield Court of Appeals. Missouri.

December 5, 1910.

1. APPEAL AND ERROR (§ 1011) — FINDINGS — CONCLUSIVENESS.

A finding on conflicting evidence on an issue of fact is conclusive on appeal.

2. STATUTES (§ 181) — CONSTRUCTION — LEGISLATIVE INTENT.

The court in construing a statute must, in arriving at the intent of the Legislature from the language used, consider the conditions under which it was enacted and the purpose to be accomplished thereby.

3. STATUTES (§ 184) — CONSTRUCTION — LEGISLATIVE INTENT.

The statute authorizing the formation of a corporation to hold a world's fair must be given such a construction as will conform to the purpose to be accomplished.

4. CORPORATIONS (§ 76) — STOCK SUBSCRIPTIONS — LIABILITY.

Under Rev. St. 1899, § 1523 et seq. (Ann. St. 1906, p. 1159), authorizing the formation of corporations by 25 or more persons to hold expositions, and providing that the articles of agreement shall state the amount of capital stock and that not less than one-half has been subscribed, and shall give the names and residences of the first 50 subscribers, etc., a subscription for stock prior to the formation of the corporation is binding, though the subscriber did not sign the articles of incorporation.

5. CORPORATIONS (§ 89) — STOCK SUBSCRIPTIONS — LIABILITY.

When a subscriber for corporate stock notified the corporation on receiving a notice for payment on his subscription that he would not pay and denied all liability, subsequent notices were unnecessary.

Appeal from Circuit Court, St. Louis County; John W. McElhinney, Judge.

Action by the Louisiana Purchase Exposition Company against Henry Zeigenhein, prosecuted after his death against Benjamin Schnurmacher, his administrator. From a judgment for plaintiff, defendant appeals. Affirmed.

Alexander Young and Mann, Johnson & Todd, for appellant. Franklin Ferriss, Jos. Zumbalen, Wm. E. Baird, and L. L. Leonard, for respondent.

COX, J.

Action by the plaintiff corporation against Henry Zeigenhein to collect a supposed subscription of $5,000 to the capital stock of the corporation. After the trial the defendant died, and the case had been revived in the name of his administrator. Trial was had in the circuit court of St. Louis county before the court, and the issues found for plaintiff, and from the judgment in its favor the defendant has appealed. The date of the subscription was prior to the formation of the corporation, and the defense to the action was twofold: First, that, the subscription being preliminary only, and the defendant not having signed the articles of incorporation nor having subscribed for stock after the formation of the corporation, his subscription was for that reason null and void. Second, that the subscription paper which he signed was delivered in escrow to his son, Fred W. Zeigenhein, to be by him held until the site for holding the exposition should be selected, and, in case any part of Forest Park should be selected, the subscription should either be destroyed or returned to the subscriber, and that Forest Park was selected as a site for the exposition, and his subscription was, therefore, never delivered and was for that reason not binding.

The defense that the certificate was delivered in escrow only and was never delivered to the plaintiff raised an issue of fact, and by reading the testimony taken at the trial we find there was testimony sufficient to warrant a finding either way upon that question, and the court, sitting as a jury, having found in plaintiff's favor, that finding is binding upon us.

As to the other defense that the deceased, Zeigenhein, signed a subscription for $5,000 of the stock of the plaintiff prior to its incorporation, it was not contested that the subscription antedated the formation of the corporation, and to sustain defendant's contention that this made a complete defense to plaintiff's cause of action we are cited to the case of Sedalia, etc., Railway Co. v. Wilkerson, 83 Mo. 235, in which the Supreme Court held that a subscription to the capital stock of a railway corporation to be formed in the future was not binding, and it was stated in that case that the only way a person could become a stockholder in a railroad corporation was by signing the articles of incorporation, or by subscribing for stock after the corporation was organized. It is now insisted that that decision is controlling in this state, and that this court is, therefore, bound by it and must for that reason reverse this case.

It will be observed that the decision in the Wilkerson Case was based upon the statute providing for the incorporation of railroad companies, and, if the statute under which the plaintiff corporation was organized was identical with the railroad statute in its general scope and its specific provisions, this court would be bound by the Wilkerson Case, and would of necessity be compelled to reverse the judgment in this case.

It is a familiar canon of construction of statutes that the conditions under which the statute was enacted, and the purpose to be secured by it, should always be kept in view in determining what the Legislature meant by the language used in the statute. Keeping this in view, and looking to the history of the statute under which plaintiff was incorporated, we find that the incorporation of the plaintiff was for the purpose of holding what is commonly known as the "World's Fair" at the city of St. Louis. The idea of holding such an exposition was conceived by public-spirited men interested in the welfare of our great state, and it is a part of the history of this great fair that it was understood from the beginning that it was launched as a great public enterprise put forth for the general good, and not as a means of profit by its promoters. Large donations were made to it by the state and nation, and it was not expected at any time that the promoters would reap any profit from it; but it was, at its inception, understood that a part of the expenses might have to be borne by its promoters. Therefore the statute which authorized the formation of the plaintiff corporation for the purpose of holding the World's Fair should be given such a construction as will conform to the purpose to be secured by its enactment. This statute (chapter 12, art. 18, Rev. St. 1899 [pages 1159-1163, Ann. St. 1906]) is very different from the statute providing for railroad corporations which was construed in the Wilkerson Case, supra. Railroad corporations are organized as a private enterprise, conducted for profit. That statute, now section 1034, Rev. St. 1899 (page 897, Ann. St. 1906), upon which the decision in the Wilkerson Case is based, provides that any number of persons, not less than five, may form a corporation for the purpose of constructing, maintaining, and operating a railroad, and for that purpose may make and sign articles of association in which shall be stated the name of the company, the number of years the same is to continue, places from and to which the road is to be constructed, the length of the road, as near as may be, and the name of each county in the state through or into which it is made or intended to be made, the amount of the capital stock of the company, with certain limitations based on the mileage of the road, the number of shares of which said capital stock shall consist, the names and places of residence of directors of the company, not less than five nor more than thirteen in number who shall manage its affairs the first year and until others are chosen in their places. Then follow provisions as follows: Each subscriber to such articles of association shall subscribe thereto his name, place of residence and number of shares of stock he agrees to take in said company; that ...