Minn. Title Ins. & Trust Co. v. Regan
| Decision Date | 02 June 1898 |
| Citation | 72 Minn. 431,75 N.W. 722 |
| Parties | MINNESOTA TITLE INSURANCE & TRUST CO. v REGAN ET AL. |
| Court | Minnesota Supreme Court |
OPINION TEXT STARTS HERE
(Syllabus by the Court.)
A domestic corporation was organized, and the general nature of its business was to manufacture, sell, use, and lease machinery and manufactured articles. Held, that it was not organized for the purpose of carrying on a manufacturing business exclusively, and that its stockholders are not within the exception found in Const. art. 10, § 3.
Appeal from district court, Hennepin county; E. M. Johnson, Judge.
Action by the Minnesota Title Insurance & Trust Company against William Regan, D. Bergman, and others. A demurrer to the complaint was overruled, and defendant Bergman and others appeal. Affirmed.
Geo. M. Bleecker, for appellants.
Van Fossen & Frost, for respondent.
This case comes before this court upon demurrer to the complaint, and the question presented is whether the defendant Fisher Specialty Manufacturing Company is, under the constitution (article 10, § 3), a corporation organized exclusively for the purpose of carrying on any kind of manufacturing business. The particular clause of the articles of incorporation of the company reads as follows: “The general nature of the business of said corporation shall be to manufacture, sell, use, and lease machinery and manufactured articles, and, incidental thereto, to buy, own, sell, lease, or otherwise dispose of real estate, patents, inventions, and other personal property.” It is unnecessary to discuss or pass upon that part of the article relating to what is claimed to be incidental to the main business. The other part of the article does not limit the corporation to the selling, using, and leasing of machinery of its own manufacture. It cannot only engage in the business of manufacturing machinery, but it is also expressly authorized to sell, use, and lease machinery manufactured by third parties. While both kinds of business,-that is, the manufacture and selling of goods, manufactured by itself, and selling those manufactured by third persons,-might be lawfully done by the corporation, yet the liabilities of the stockholders would in such case be different from those of the corporation manufacturing and selling its own goods. If stockholders desire to invoke the protection of that clause of the constitution referred to, they must insert, in their articles of incorporation, terms limiting business to that of manufacturing, or such...
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Merchants' National Bank of St. Paul v. Minnesota Thresher Manufacturing Company
...95 N.W. 767 90 Minn. 144 MERCHANTS' NATIONAL BANK OF ST. PAUL v. MINNESOTA ... 413, 74 N.W. 160; ... Minnesota Title Ins. & Trust Co. v. Regan, 72 Minn ... 431, 75 N.W. 722; ... ...
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Merchants' Nat. Bank v. Minnesota Thresher Mnfg. Co.
...Mnfg. Co., 66 Minn. 413, 69 N. W. 217; Nicollet Nat. Bank v. Frisk-Turner Co., 71 Minn. 413, 74 N. W. 160; Minnesota Title Ins. & Trust Co. v. Regan, 72 Minn. 431, 75 N. W. 722; Cuyler v. City Power Co., 74 Minn. 22, 76 N. W. 948; Gould v. Fuller, 79 Minn. 414, 82 N. W. 673; Senour Mnfg. Co......
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Carnegie Dock & Fuel Co. v. Kensington Mills, Inc., 22879.
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