Rice v. National Bank of the Commonwealth
| Decision Date | 26 February 1879 |
| Citation | 126 Mass. 300 |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
| Parties | James W. Rice & another v. National Bank of the Commonwealth & others |
Argued March 18, 1878 [Syllabus Material]
Suffolk. Information, in the nature of a quo warranto, filed by order of court and consent of parties, on November 26 1877, and containing the following allegations:
That on April 3, 1876, all the property which Ezra D. Winslow had on February 14, 1876, was conveyed and assigned to the relators as his assignees in bankruptcy.
That on said February 14 Winslow owned certain property situated in Boston, of the value of $ 100,000, being the newspapers known as the Boston Post and the Boston Statesman, with the good-will and bills receivable of the same, and all and singular the stock, types, presses and materials used in publishing the same, and the Associated-Press privilege connected therewith; also the types, presses, stock and materials connected with a job-printing office in said Boston, by Winslow conducted in connection with said papers; also the library, fixtures and all other property connected with and belonging to said papers and job office.
That on May 14, 1875, Ezra D. Winslow, Edward F. Porter and William C. Greene falsely and fraudulently assumed to associate and form a corporation under the laws of this Commonwealth, under the name of the Boston Post Company, for the pretended purpose of publishing and printing papers, and job printing, with a pretended capital stock of $ 300,000; but no such association was ever made in fact, no capital stock was ever paid in to said assumed corporation, and no such corporation was legally formed, though Winslow, Porter and Greene complied with all the forms prescribed by the statutes of this Commonwealth for the organization of corporations, and a certificate or organization was obtained from the secretary of the Commonwealth, in the form prescribed by the St. of 1870, c. 224, § 11, certifying that "E. D. Winslow, Edward F. Porter and W. C. Greene, their associates and successors, are legally organized and established as, and are hereby made, an existing corporation under the name of the Boston Post Company, with the powers, rights and privileges, and subject to the limitations, duties and restrictions which by law appertain thereto."
That Winslow, Greene and Porter did not associate themselves together with the intention to constitute a corporation for the purpose of "the printing and publishing of newspapers and job printing," as in their article of association alleged; but that said association (if any was formed) was for the purpose of enabling Winslow to cheat and defraud the public and such persons as he might be able to induce to purchase stock in said assumed corporation; that said assumed corporation was conceived in fraud, and that said association was not for the real purpose of forming a corporation under the laws of this Commonwealth, but was a fraud and a sham entered into for the real purpose of defrauding such persons as might be induced to become creditors of or stockholders in the same; that any certificate of corporate existence, or grant of corporate powers, which Winslow, Greene and Porter may have obtained, was obtained by fraud, and was of no legal force or validity, and Greene, Winslow and Porter never became a corporation under the laws of the Commonwealth.
That about February 1, 1876, Winslow absconded from the United States, and is now in Europe, a fugitive from justice, and Porter and Greene had long before that time ceased to act or claim to act, or to exercise or claim to exercise any corporate franchise, under the name of the Boston Post Company.
That Greene and Porter were mere nominal parties to said assumed association, having no real interest therein whatever; that Greene was the attorney of Winslow, and whatever part he took in the assumed association was as the attorney of and for the benefit of Winslow; that Porter was not in any way interested in the assumed association, and only acted therein at the request and for the sole benefit of Winslow.
That no stock was ever legally issued in said assumed Boston Post Company, but that said assumed...
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