Merchants and Planters Packet Company v. Streuby

• Decision Date: 28 October 1907
• Citation: 44 So. 791,91 Miss. 211
• Court: Mississippi Supreme Court
• Parties: MERCHANTS AND PLANTERS PACKET COMPANY v. FERDINAND STREUBY

44 So. 791

91 Miss. 211

MERCHANTS AND PLANTERS PACKET COMPANY v. FERDINAND STREUBY

Supreme Court of Mississippi

October 28, 1907

October 1907

FROM the circuit court of Warren county, HON. OLIVER W. CATCHINGS Judge.

The Merchants & Planters Packet Company, appellant, was plaintiff in the court below, and Streuby, appellee, defendant there. From a judgment in defendant's favor, predicated of a peremptory instruction, plaintiff appealed to the supreme court.

The plaintiff packet company, a corporation under the laws of Mississippi, sued the defendant, Streuby, demanding judgment for $ 500 on a subscription for corporate stock in plaintiff company. The declaration alleged that Streuby subscribed for five shares of said stock of the par value of $ 100 per share, by written subscription signed: "F. Streuby, for Lever Bros. Oil Mill, Limited"; that, inasmuch as Lever Brothers Oil Mill, Limited, was a corporation, and could not hold stock in another corporation, and, further, as Streuby had no authority to subscribe in the name of the Oil Mill, he became personally liable for payment of the subscription. Defendant contended that in signing for Lever Brothers Oil Mill, Limited, he assumed no personal liability, but signed merely as an agent. The evidence showed that the defendant Streuby, was vice-president and general manager of the Lever Brothers Oil Mll, Limited, a New Jersey corporation, and that Streuby's office was in Vicksburg, Miss.; that when the promoters of the plaintiff packet company approached him in his office in Vicksburg, soliciting subscription to the stock of the packet company, he wrote on the subscription list for stock of the packet company, "Lever Bros. Oil Mill Limited, $ 500," and then, after expressing doubt as to his authority to bind the Lever Brothers Oil Mill, Limited and as to the power of one corporation to hold stock in another corporation in Mississippi, stated, "I had better write my individual name in front of that, in this space here," and thereupon affixed his name in front, so that the whole read, "F. Streuby, for Lever Brothers Oil Mill, Limited, $ 500."

Affirmed.

McLaurin, Armistead & Brien, for appellant.

In the case of Crook v. Merchants & Planters Packet Company, a case involving the question of a subscribing stockholder's right to decline to pay his subscribed stock and to withdraw his subscription, the present appellee, Streuby, was indirectly concerned. In that case all kinds of questions were raised as to the legality of the corporation, its right to sue a subscribing stockholder for amount claimed as due on subscriptions for stock, the status of the corporation, as it had not recorded its charter in Warren county, alleged violation of its prospectus, and numerous other technical questions raised to defeat the suit; all of which were decided adversely to Crook; and on his appeal, this court affirmed the judgment of the lower court. See Crook v. Merchants & Planters Packet Company, No. 12,101, affirmed in July, 1906, without written opinion.

Under the decision in the above case, all questions involved in the court below and similar to those above stated must be brushed aside, and this court will find that the only question remaining open is, whether or not the appellee, Streuby, when he signed the subscription list, as follows: "F. Streuby, for Lever Bros. Oil Mill, Limited," became personally liable for the stock subscribed for by him, inasmuch as he had no authority in law to bind the Lever Brothers Oil Mill, Limited, it being a corporation. At the time he subscribed, he knew he had no authority to bind the Oil Mill, Limited, a corporation of which he was vice-president and general manager. The evidence shows that the president of the Merchants & Planters Packet Company, together with other promoters of that company, went to Streuby's office, soliciting subscriptions for stock to the packet company, and that after Streuby understood their purpose, he picked up his pen, and wrote on the subscription list, "Lever Bros. Oil Mill, Limited, $ 500," and then stated, "I don't know that to be proper, as one corporation cannot hold stock in another corporation in this state, and I have not the authority. I had better write my individual name in front, in this space here." And thereupon he wrote his name in front, so that the whole read as first above stated.

Streuby does not claim in his testimony, as will be seen by his answers on cross-examination, that he had authority to take stock in the appellant packet company; on the contrary, when asked to give what authority he had, he said that he had withdrawn the subscription before ever his act of subscription had been sanctioned.

Now, this court has settled in the Crook case, supra, that Streuby and other subscribing stockholders had no right to withdraw their subscriptions under the circumstances. Accordingly, as Streuby's company, being a corporation, could not accept and hold stock in the packet company, Streuby became individually liable to pay for the stock so subscribed.

In support of our contention, ...