Meramec Spring Park Co. v. Gibson
| Decision Date | 05 July 1916 |
| Citation | 188 S.W. 179,268 Mo. 394 |
| Parties | MERAMEC SPRING PARK COMPANY, Appellant, v. THOMAS R. GIBSON |
| Court | Missouri Supreme Court |
Appeal from Crawford Circuit Court. -- Hon. R. A. Breuer, Judge.
Reversed and remanded (with directions).
A. H Harrison for appellant.
(1) By the general law in force at the time the Meramec Iron Company was incorporated it was provided that "every corporation, as such has power: First, to have succession by its corporate name, for the period limited in its charter and when no period is limited, for twenty years." G. S 1865, p. 362, sec. 1. And that "upon the dissolution of any corporation -- the president and directors, or managers of the affairs of said corporation, at the time of its dissolution -- shall be trustees of such corporation, with full power to settle the affairs," etc. G. S. 1865, p. 329, sec. 19. This being the law, which has been carried forward in every revision since that time down to the present, the Meramec Iron Company had been dissolved by operation of law at the date of the institution of the suit against it for back taxes in 1894, and no suit could be maintained against it. The title to the land it formerly owned was in the surviving directors. Bradley v. Reppell, 133 Mo. 545; Richards v. Coal & Mining Co., 221 Mo. 149; State ex rel. v. Road Co., 207 Mo. 54; State ex rel. v. Road Co., 138 Mo. 332; Landis v. Saxton, 105 Mo. 486; G. S. 1865, p. 326, sec. 1 (now Sec. 2990, R. S. 1909); G. S. 1865, p. 329, sec. 19 (now Sec. 2995, R. S. 1909); Aldridge v. Pardee, 60 S.W. 789. After a corporation becomes dissolved, it can neither sue, nor be sued, unless the faculty of suing or being sued is prolonged by statute for the purpose of winding up its affairs. 6 Thomp. Corp., sec. 7360; Stiles v. Oil & Coal Co., 36 S.E. 986; Thornton v. Railroad, 123 Mass. 32. No judgment can be rendered against a corporation after its dissolution. Thomp. Corp. (2 Ed.), sec. 6564; Kinney v. Ice Cream Co., 57 A.D. 206; Pendleton v. Russell, 144 U.S. 640; 10 Cyc. 1323, sec. 8-A; Thornton v. Railroad, 123 Mass. 32; 10 Cyc. 1271; Scanlan v. Crenshaw, 5 Mo.App. 337; Fairchild v. Masonic Hall Assn., 71 Mo. 526; Crossman v. Water Co., 150 Cal. 575; 5 Thompson on Corp., secs. 6721, 6722, 6723; Clark & Marshall on Private Corporations, secs. 322, 329; Angell & Ames on Corporations, sec. 195; 2 Morawitz on Corporations, sec. 1031; 7 Am. & Eng. Ency. Law, p. 854; Bank v. Colby, 21 Wall. 609; Mumma v. Potomac Co., 8 Pet. 281; Sturges v. Vanderbilt, 73 N.Y. 383; Rogers v. Adriatic Co., 148 N.Y. 38. (2) There can be no serious doubt that such a void judgment can be collaterally impeached and its invalidity shown by anyone interested, such as one entitled either as a creditor or stockholder to participate in the assets of the corporation. Crossman v. Water Co., 150 Cal. 575.
Frank H. Farris for respondent.
(1) Aside from the objections made to the tax proceedings upon which respondent's title rests, appellant raises the further issue that the corporation known as the Meramec Iron Company had become extinct and was dead as a matter of law, and that even though the proceedings in the tax suit were regular and valid, no suit could be maintained against such corporation and no judgment rendered against it, any more than a suit could have been maintained and a judgment rendered against a dead person. Appellant bases this contention on the theory that it became a corporation de jure under the statute of 1865 which provided that unless otherwise stated in the articles of incorporation the life of the corporation could run only twenty years, and that at the end of the twenty years said corporation became dissolved as a matter of fact and its franchises ceased and the title to its property vested in its board of directors as trustees. The appellant was not a corporation de jure but a corporation de facto. G. S. 1865, sec. 2, p. 327; State ex rel. v. Medical College, 59 Mo.App. 267; 3 Ruling Case Law, p. 48, sec. 48; 10 Cyc. 253; 2 Cook on Corp. (5 Ed.), pp. 637-1416; 7 R. C. L., sec. 49. (2) The existence of this corporation could not be attacked by any person other than the State; and the corporation itself cannot deny its existence at the time of the bringing of the tax suit and the rendition of the judgment against it, and the sale of the land under such judgment. In other words, the rightful existence of the corporation cannot be raised in a collateral proceeding. 10 Cyc. 256; 7 R. C. L., sec. 49; Barbour v. Occidental Grove, 4 Mo.App. 434; Rutherford v. Williams, 62 Mo. 252; Stoutimore v. Clark, 70 Mo. 477; Stubacker Bros. v. Montgomery, 74 Mo. 103; Franklin Saving Inst. v. Board of Education, 75 Mo. 411; Catholic Church v. Tobin, 82 Mo. 424; Mining Co. v. Richards, 95 Mo. 111; Coal Co. v. Bingham, 97 Mo. 213; Finch v. Ullman, 105 Mo. 263; Black v. Early, 208 Mo. 303. (3) The doctrine is universally settled that a corporation may exist de facto, when not de jure. It has an existence which is perfectly valid in so far as the rights of third persons are concerned, but which, nevertheless, cannot be maintained against the State. That is, it may exist so long as the State acquiesces and does not institute proceedings to oust it. 10 Cyc. 520; 7 R. C. L., sec. 48; Railroad v. Railroad, 2 L. R. A. (N. S.) 146; State ex rel. v. Medical College, 59 Mo.App. 267.
This is an action to determine interest in certain real estate situate in Crawford County. Upon trial defendant had judgment, and plaintiff has appealed.
The common source of title is the Meramec Iron Company. Defendant claims through mesne conveyances from a sheriff's deed bottomed upon a judgment and sale for taxes in an action instituted by publication against the Maramec Iron Company. The plaintiff claims through a conveyance made in 1902 by all of the surviving directors of the Maramec Iron Company (sic), which conveyance was made pursuant to a written request of all the stockholders of said last named company. The Meramec Iron Company attempted to organize as a corporation under the provisions of chapter 62 of the General Statutes of 1865, on the 20th day of April, 1870. On said last mentioned date one William Jones and five others signed and acknowledged articles of association of the said Meramec Iron Company, obviously with the intention of organizing the same as a private business corporation. These articles of association were duly filed and recorded in the office of the recorder of deeds of Phelps County, Missouri, on December 12, 1871, but no copy thereof was ever filed in the office of the Secretary of State. In September, 1872, a meeting of the incorporators of said company was duly held pursuant to notice, at St. James, Missouri, which town was designated as the place of the principal office of the company. Other meetings of the stockholders of the Meramec Iron Company were held from time to time during the following twenty years at divers places, among others, at the Southern Hotel in St. Louis, pursuant to changes made and entered of record in the minutes of the company. So far as the record before us discloses, the last meeting ever held by the board of directors of this company was held on the 14th day of October, 1891, in the city of St. Louis.
On the 2nd day of January, 1894, an action was begun in the circuit court of Crawford County by the collector of revenue of that county against the Meramec Iron Company for taxes upon the land here in controversy. This action was commenced by filing, among other things, an affidavit for an order of publication, which order was duly made so far as concerns the point here, and duly published for a sufficient length of time. This order recited that the Maramec Iron Company was defendant therein. It will be noted that the name "Meramec" is misspelled in said order and that no designation of said Meramec Iron Company as a corporation appears therein. The allegation of non-residence in this order of publication is, to-wit: "That the defendant is a non-resident of the State of Missouri so that ordinary process of law cannot be served upon him or them as the case may be." In due course, judgment by default was rendered against the Maramec Iron Company for the delinquent taxes for which the suit last above mentioned was instituted. Thereafter a sale of this land was had and thereat it was purchased by one M. A. Leftwich, who subsequently conveyed it to one A. H. Harrison (now, apparently attorney for appellant herein), who in turn conveyed it to defendant. Defendant subsequently conveyed it, but later, and prior to this action, again purchased it and yet owned it at the time he was sued herein.
It is conceded that the surviving directors of the Maramec Iron Company who conveyed the land in controversy to the plaintiff, were all of the surviving directors of the Meramec Iron Company. And since no point seems to be made upon this conveyance we need not set it forth (nor the facts concerning it) more at length. In passing it may be stated that in the written request to the said surviving directors of the Meramec Iron Company to convey the land in dispute to plaintiff here, the word Meramec, is spelled once as last above herein and once it is spelled Maramec. Also, it may be observed, that in the deed of conveyance made pursuant to the above request by said surviving directors of the Meramec Iron Company, the word "Meramec" as it appears in the title of said Iron Company, is spelled thirteen times Maramec and not once otherwise. Which fact, we predict, will prove unlucky for plaintiff if we shall come so far as to reach it in our discussion.
Upon a trial of the case before the court (at which trial no instructions were asked or...
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