Marin v. Augedahl

• Citation: 156 N.W. 101,32 N.D. 536
• Parties: MARIN v. AUGEDAHL.
• Decision Date: 10 January 1916
• Court: United States State Supreme Court of North Dakota

32 N.D. 536

156 N.W. 101

MARIN

v.AUGEDAHL.

Supreme Court of North Dakota.

Jan. 10, 1916.

Syllabus by the Court.

The receiver of a defunct Minnesota corporation brings action against a North Dakota stockholder for a superadded liability under the Minnesota laws. No personal service was had upon defendant. A demurrer to the complaint was sustained.

(1) The complaint shows that the defunct corporation was organized for manufacturing purposes, and the stockholders of such corporation were therefore not liable for superadded liability. For the reasons stated in the opinion, the demurrer was properly sustained.

Appeal from District Court, Cass County; Pollock, Judge.

Action by W. A. Marin, as receiver of the American Biscuit Company of Crookston, an insolvent corporation, against Ole J. Augedahl. From judgment for defendant, plaintiff appeals. Affirmed.W. J. Mayer, of Grand Forks, and A. A. Miller, of Crookston, Minn., for appellant. A. W. Fowler and L. L. Twichell, both of Fargo, for respondent.

BURKE, J.

Appeal from judgment of the trial court sustaining a demurrer to plaintiff's complaint and dismissing the action with prejudice. The amended complaint is very long, and states, in substance, that defendant is a stockholder of a defunct Minnesota corporation; that said corporation was in the hands of a receiver appointed by the district court of the Fourteenth judicial district of the state of Minnesota; that a judgment remained unsatisfied against the said corporation; and that said district court in Minnesota had deemed it necessary to levy an assessment against the stockholders. Those allegations are not set out in full, as we do not deem them necessary to a decision of the controversy presented. Paragraph 6 of the complaint alleges that the said defunct corporation was organized on or about the 18th of February, 1905, “with a capital stock of $50,000, divided into 500 shares of a par value of $100 each, and that by its articles of incorporation it was empowered to manufacture and sell biscuits, crackers, candies, confections, cereals, and other kindred products,” etc. Paragraph 2 of the complaint reads as follows:

“That at the time of the creation and organization of the American Biscuit Company it was and still is the law of the state of Minnesota that each stockholder of any corporation organized for the purposes specified in the articles of incorporation of the said American Biscuit Company, as hereinafter set forth, is personally liable to the creditors of such corporation to the amount of the stock held or owned by him, which said law is, and at all times was, part and parcel of the corporate charter of the said corporation.”

Plaintiff was the receiver of the said American Biscuit Company, insolvent. To this amended complaint a demurrer was interposed upon the grounds that said complaint does not state facts sufficient to constitute a cause of action. The Minnesota statutes upon which plaintiff relies for his recovery are sections 3184-3187, inclusive, Revised Laws of Minnesota 1905, and section 3 of article 10 of the Minnesota Constitution, the latter reading as follows:

“Each stockholder in any corporation, excepting those organized for the purpose of carrying on any kind of manufacturing or mechanical business, shall be liable to the amount of stock held or owned by him.”

There is little dispute as to the law in this case, and no dispute as to the facts. Appellant insists that the complaint shows a judgment of the district court of Minnesota to the effect that the American Biscuit Company is insolvent; that it owes debts over and above its assets; that there is a judgment unsatisfied and outstanding; and that in the judgment of the trial court an...