Minnesota Gas-Light Economizer Company v. Denslow
| Citation | 48 N.W. 771,46 Minn. 171 |
| Parties | Minnesota Gas-Light Economizer Company v. Le Grand N. Denslow |
| Decision Date | 12 May 1891 |
| Court | Supreme Court of Minnesota (US) |
Appeal by defendant from an order of the district court for Ramsey county, refusing a new trial after a trial before Kerr, J (a jury being waived,) and judgment of $ 1,000 and interest ordered for plaintiff, upon its depositing with the clerk for defendant's use, certificates for 60 shares of full-paid and non-assessable stock of the St. Paul Gas Economizer Co.
Order affirmed.
Eller & How, for appellant.
Hiler H. Horton, for respondent.
This action is brought upon a promissory note made by the defendant to the plaintiff for the sum of $ 1,000, dated February 15, 1888, and due in four months.
1. It is found by the trial court that the plaintiff at and since the date of the note has been an acting corporation, created and organized under the laws of the state of West Virginia and doing business as such in the state of Minnesota. But the defendant denies that the evidence warrants any such conclusion, and denies that the plaintiff has any legal capacity to sue in the courts of this state as a corporation de jure or de facto. It is clear, however that a number of persons have associated themselves together claiming to be a corporation, and under the corporate name stated have filed articles, and have received the usual certificate of incorporation under the seal of the state, and have been transacting business under such corporate name. Nor is it disputed that corporations with the powers claimed to have been granted the plaintiff are authorized to be created under the laws of the state granting the charter. The defendant has contracted with the plaintiff by its corporate name. He is not in a position, therefore, to question its corporate character. Nor is it material for the purposes of this action what the strict legal relations of the associates may be as between themselves, whether corporators, partners, or otherwise jointly interested together and acting under the common corporate name. Holbrook v. St. Paul F. & M. Ins. Co., 25 Minn. 229; French v. Donohue, 29 Minn. 111, (12 N.W. 354.)
2. The principal defence relied on is want of consideration for the note. It is claimed to have been given for worthless stock issued by the St. Paul Gas Economizer Company, which it is alleged had no legal existence as a corporation, and no power or authority to do business in the state of Minnesota. Upon this issue the finding of the court is that the consideration of the note was the purchase price of 60 shares of full-paid non-assessable stock of the last-named company, for which the defendant had theretofore subscribed, and the price of which was to be paid to plaintiff under an arrangement made with the last-named company for a valuable consideration advanced by plaintiff to that company. It was mutually agreed by the parties hereto and the St. Paul Company that the 60 shares of stock in...
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