Richards v. Northwestern Coal & Mining Co.

• Decision Date: 31 May 1909
• Citation: 221 Mo. 149,119 S.W. 953
• Court: Missouri Supreme Court
• Parties: RICHARDS v. NORTHWESTERN COAL & MINING CO.

119 S.W. 953

221 Mo. 149

RICHARDS v. NORTHWESTERN COAL & MINING CO.

Supreme Court of Missouri, Division No. 1.

May 31, 1909.

1. EVIDENCE (§ 69)—PRESUMPTIONS—REGULARITY OF CONDUCT OF AFFAIRS.

Under the rule that a presumption of fact never arises against the well-known usual occurrences or condition of things, it must be presumed, in the absence of a showing to the contrary, that a private business corporation has officers and stockholders.

2. CORPORATIONS (§ 438)—PROPERTY—ESTATE ACQUIRED—EFFECT OF DISSOLUTION—REVERSION.

The real estate of a corporation dissolved by limitation or otherwise does not revert to the grantor, though at the time of the dissolution the corporation is without officers, even though Rev. St. 1899, § 976 (Ann. St. 1906, p. 867), providing that on the dissolution of a corporation the officers shall be trustees, does not apply.

3. BANKRUPTCY (§ 371)—AUTHORITY OF ASSIGNEE IN BANKRUPTCY.

An assignee in bankruptcy has no authority, after the termination of the bankruptcy proceedings and his discharge, to convey as assignee property which came into his hands as a part of the assets of the bankrupt estate, and the mere fact that a conveyance then executed recites that it is executed to correct a former deed gives it no additional effect, especially where the former deed does not refer to or undertake to convey such property.

4. QUIETING TITLE (§ 52)—JUDGMENT—EFFECT.

Where, in a suit under Rev. St. 1899, § 650 (Ann. St. 1906, p. 667), to determine title to real estate, the court found that neither party had title, and in obedience to the statute rendered judgment accordingly, such judgment does not adjudicate the title, if any, defendant may have as against strangers.

Appeal from Circuit Court, Macon County.

Action to determine title by John F. Richards against the Northwestern Coal & Mining Company. There was a judgment determining that neither party had any title or interest in the property, and both parties appeal. Affirmed.

This suit was begun in the circuit court of Macon county to determine the title to the coal underlying 40 acres of land situated in said county. This suit is based upon section 650, Rev. St. 1899 (Ann. St. 1906, p. 667). The judgment below was to the effect that neither plaintiff nor defendant had any estate, right, title, or interest in or to said coal. From that judgment both parties duly appealed, but defendant has filed no abstract of the record or brief in this court, and for that reason its appeal will be dismissed for failure to comply with the rules of this court in that regard. The petition is in the form usual in such cases, alleging that plaintiff owned the coal in controversy, and that defendant made some claim of title to the same, the precise nature or which was unknown to plaintiff and could not therefore be described, and praying the court to hear evidence with respect to the claims of title of the parties, and to ascertain, determine, and adjudge their respective rights and interests. The answer of defendant is a general denial, a plea of title in defendant, and pleas that the action is barred by the 10 and 20 year statute of limitations. Plaintiff's reply is a general denial.

The case was tried on the following agreed statement of facts: "For the purpose of the trial of this case at the present term of this court, it is hereby stipulated between the parties hereto: (1) That on the 5th day of December, 1867, John Richards was the owner in fee of the S. W. ¼ of the N. W. ¼ of section 23, township 57, range 15, in Macon county, Mo. That on the said day the said John Richards and Elizabeth, his wife, executed, acknowledged, and delivered to the Central Coal & Mining Company of Missouri a warranty deed by which they conveyed to said Central Coal & Mining Company of Missouri all the mineral coal lying, being, and situate underneath the surface of the said S. W. ¼ of the said N. W. ¼, and that the said deed was filed for record in the office of the recorder for said Macon county on the 7th day of December, 1867, a copy of which deed is hereto attached, marked `Exhibit 1,' and made a part of this stipulation. (2) That the said Central Coal & Mining Company of Missouri was on the 11th day of December, 1866, a corporation organized and created under and by virtue of the laws of the state of Missouri for a period of 20 years, as appears by a certified copy of the articles of the association of said corporation, hereto attached and made a part hereof and marked `Exhibit 2.' (3) That the said John Richards departed this life on the 28th day of June, 1898, and that by his last will and testament, duly proved and admitted to probate on the 7th day of July, 1898, he devised the said S. W. ¼ of the said N. W. ¼ of section 23, township 57, range 15, to his son, John Franklin Richards, the plaintiff, according to the terms of his said last will and testament, a copy of which is hereto attached and made a part of this stipulation and marked `Exhibit 3.' (4) That the said John Richards left surviving him a widow, and said widow by an antenuptial agreement, duly executed and recorded in said Macon county, Mo., released and relinquished her dower to the said land, as appears by an exhibit hereto attached and hereof made a part, marked `Exhibit 4.' Either party shall have the right at the trial to introduce any other competent evidence not inconsistent with the above stipulation."

By other evidence introduced, it was proven that in 1873 said Central Coal & Mining Company was adjudged a bankrupt, and its affairs were administered by an assignee from that time until the year 1878, when, having reported that he had fully discharged his trust, said assignee was discharged. The register in bankruptcy by deed dated August 25, 1874, conveyed the coal to J. E. Hale, the assignee in bankruptcy. Hale afterwards resigned as assignee, and W. C. Forman was appointed in his stead. After this substitution, Hale by deed dated July 27, 1875, conveyed the coal to said Forman. After Forman's discharge as assignee, and after the bankrupt estate was closed up, he by deed dated July 31, 1884, conveyed to E. V. Snively, W. J. Loomis, and L. J. Loomis the coal in question, and some other property. This deed recites: That the property described in it had been intended "to be conveyed by Forman to Sidney Bartlett and Nathaniel Thayer, for a valuable consideration by them paid; that Bartlett and Thayer had transferred all their interest in the property described to Loomis, Snively, and Loomis, or their successors; that in consideration of these facts, and that said premises were overlooked and not conveyed to Bartlett and Thayer, Forman conveys them to Loomis, Snively, and Loomis. The defendant by mesne conveyances claims title to the coal through said Snively and Loomis.

T. E. Francis, for plaintiff. Gage, Ladd & Small, for defendant.

WOODSON, J. (after stating the facts as above).

It is the contention of counsel for plaintiff: That, upon the termination of the bankruptcy proceedings in 1878 against the Central Coal & Mining Company, all of the property thereof not disposed of by the assignee reverted to the company; that upon its dissolution by limitation, December 11, 1886, all of its undisposed of real property by operation of law reverted to the grantor, John Richards; and that upon the death of the latter the title thereto passed to his son, the plaintiff herein. That contention is most earnestly denied by counsel for defendant, and they insist that under section 976, Rev. St. 1899 (Ann. St. 1906, p. 867), which had been in force for many years prior to the organization of the Central Coal & Mining Company, the coal in question became vested in the officers of the company for the purpose of paying the debts and for the use of its stockholders. Said section 976 reads as follows: "Upon the dissolution of any corporation already created, or which may hereafter be created by the laws of this state, the president and directors or managers of the affairs of said corporation at the time of its dissolution, by whatever name they may be known in law, shall be trustees of such corporation, with full powers to settle the affairs, collect the outstanding debts and divide the moneys and other property among the stockholders, after paying the debts due and owing by such corporation at the time of its dissolution, as far as such money and property will enable them; to sue for and recover such debts and property by the name of the trustees of such corporation, describing it by its corporate name, and they may be sued by the same; and such trustees shall be jointly and severally responsible to the creditors and stockholders of such corporation to the extent of its property and effects that shall have come into their hands." Plaintiff insists that said section has no application to the facts of this case, for the reason assigned, that at the time of the dissolution of the Central Coal & Mining Company it had no president, directors, or managers of its affairs, and that he or they could not-therefore act as trustees for said corporation in the collection of its debts, or make distribution of its money and property among its stockholders.

There is no evidence contained in this record which tends to show that said corporation at the time of its dissolution had no such officers or stockholders. Counsel for plaintiff tries to supply that omission by insisting that the courts, in the absence of evidence, must presume that there were none such. We can indulge in no such presumption, for the reason that presumptions of fact never arise against the well-known, usual occurrences or condition of things. Such a corporation cannot be organized or exist without officers and stockholders, and common knowledge and experience teach us that upon the dissolution of a business corporation it invariably has a president or other chief officers, directors, and stockholders. That being true, instead of presuming...