Richards v. Northwestern Coal and Mining Company

• Decision Date: 31 May 1909
• Citation: 119 S.W. 953,221 Mo. 149
• Parties: JOHN F. RICHARDS, Appellant, v. NORTHWESTERN COAL AND MINING COMPANY
• Court: Missouri Supreme Court

119 S.W. 953

221 Mo. 149

JOHN F. RICHARDS, Appellant, v. NORTHWESTERN COAL AND MINING COMPANY

Supreme Court of Missouri, First Division

May 31, 1909

Appeal from Macon Circuit Court. -- Hon. Nat. M. Shelton, Judge.

Affirmed.

T. E Francis for appellant.

(1) The common law of England is in force in this State. Sec. 976, R S. 1899. (2) At the common law, upon the dissolution of a corporation, its real property reverts to the grantor. Knight v. Wells, 1 Lutwitche 519; Atty-Genl. v Lord Gower, 9 Mod. Rep. 226; Prior of Spalding's Case, 7 Edw. IV. 10-12; 1 Coke on Littleton, Chap. 13, p. 157; 1 Blackstone's Com. 484; 2 Kent's Com. 307; Angell & Ames on Corporations (11 Ed.), 195; Fox v. Horah, Iredell (36 N. C.) 358; State Bank v. State, 1 Blackford (Ind.) 282; White v. Campbell, 5 Humph. (24 Denn.) 38; Bingham v. Weiderwax, 1 Comst. (N. Y.) 509; Nicoll v. Railroad, 12 Barb. (N. Y.) 465; Hooker v. Utica Turnpike Co., 12 Wend. (N. Y.) 371; Life Assn. v. Fassett, 102 Ill. 315; Titcomb v. Ins. Co., 79 Maine 315. (3) Section 976, R. S. 1899, which provides that upon the dissolution of a corporation, its directors shall have power to administer its affairs and dispose of its real property has no application to this case, because: (a) If the corporation in question had directors at the time of its dissolution, they failed to exercise this power. The statute did not cast title upon them ipso facto, by virtue of the dissolution, but merely gave them a right to acquire title by taking affirmative action; and affirmative action not having been taken by them, title did not attach. This statute is in derogation of the common law, and should be strictly construed. Titcomb v. Ins. Co., 79 Maine 315; Fox v. Horah, 36 N.C. 358. (b) Because, presumptively, said corporation had no directors at the time of its dissolution. In 1873, it was adjudged a bankrupt, and the assignee in bankruptcy was discharged in 1878. In 1886, by virtue of the expiration of its charter, it became dissolved, at and after which time no action was taken by any one assuming to be a director of said corporation looking to a recovery and disposition of the land in question for the benefit of stockholders. Under these facts, the presumption is, that there were no directors to exercise the power conferred by section 976, consequently said statute does not apply, and the land reverted to plaintiff's devisor, by virtue of the common law.

Gage, Ladd & Small for respondent.

(1) Upon the dissolution of a corporation, the title to its real estate does not revert to the grantor. The doctrine that upon the dissolution of a corporation, whether by expiration of its charter or otherwise, the title to its real estate reverted to the grantor, if such doctrine ever existed, is a relic of barbarism and is nowhere now recognized as the law. McCoy v. Farmer, 65 Mo. 249; Morrill v. Railroad, 96 Mo. 177; R. S. 1879, sec. 744; R. S. 1899, sec. 976; Sword v. Wickersham, 29 Kan. 537; Mormon Church v. U.S. 136 U.S. 47; Bacon v. Robertson, 18 How. 487; 5 Thomp. on Corp., secs. 6745, 6746; Heath v. Barmore, 50 N.Y. 305; 2 Cook on Corp. (5 Ed.), sec. 641; Lindeman v. Rusk, 125 Wis. 210; Huber v. Martin, 127 Wis. 412. In plaintiff's brief, Fox v. Horah, 36 N. C. (1 Iredell's Eq.) 358, is referred to and relied on. That case was decided in June, 1841. It was explicitly overruled by the same court in Wilson v. Leary, 120 N.C. 90, decided in February, 1897. Shayne v. Evening Post Pub. Co., 168 N.Y. 70; Gray on Perpetuities (2 Ed.), secs. 44-51a. Nicoll v. Railroad, 12 Barb. 465, is referred to by plaintiff in his brief. That case was decided by the Supreme Court of New York in 1852, while the cases from the New York Court of Appeals, supra, were decided, Heath v. Barmore, in 1872; Shayne v. Evening Post Pub. Co., in 1901. (2) The Central Coal and Mining Company was a business corporation, whose members were stockholders owning shares of its capital stock. Such corporation as this could not exist without stockholders. Bankruptcy does not destroy a corporation. And there having been, ex necessitate, stockholders at one time, it follows, ex necessitate, that those persons, or their successors by transfer of their stock or by the laws of descent, are still the owners of their shares. There were also directors, and if their offices have not been filled by others, they are still directors. So far from there being a presumption that there were no directors or stockholders, the presumption to the contrary state of facts is conclusive. If defendant is not the owner of this property by virtue of the various conveyances in evidence, there are some persons, somewhere, who are entitled to it, and, in the language of Wilson v. Leary, supra, it is no concern of the plaintiff who they are or where they are, or whether they ever assert their rights. His ancestors having once sold this property, and received and kept the price of it, this plaintiff -- least of all men in the world -- will be heard to say, as against this defendant, who has in good faith bought, paid for and occupied it, that no other persons have asserted their claims to it, and, therefore, that plaintiff may take it away from the defendant. (3) Plaintiff was not in possession. To maintain an action under Sec. 650, R. S. 1899, plaintiff must either have title or be in possession. Manning v. Coal Co., 181 Mo. 359; Gordon v. Park, 202 Mo. 236, 117 S.W. 1163. (4) Even if defendant have no title, if plaintiff does not prove title or possession, his petition must be dismissed. He must recover upon the strength of his own title and if he has none he cannot succeed by showing that defendant has none. If the plaintiff fails to establish either title or possession, it becomes entirely immaterial where the title, in fact, rests; the court makes no inquiry as to that, the case goes no further, but the petition is dismissed. Morrill v. Douglass, 14 Kan. 294; Myrick v. Coursay, 32 Minn. 153; Herrick v. Churchill, 35 Minn. 318; Jellison v. Halloran, 40 Minn. 485; Pinney v. Russell, 52 Minn. 443. (5) It was error in the court below to find in this proceeding that defendant had no title. The court should, when it found that plaintiff had neither title nor possession, have dismissed the case, and made no finding as to the existence or non-existence of title in defendant. It will be time enough to find that defendant has no title when some one appears and attacks it who has a title.

WOODSON, J. Valliant, J., absent; Lamm, P. J., concurs in result in separate opinion; Graves, J., also, in separate opinion.

OPINION

WOODSON, J.

This suit was begun in the circuit court of Macon county to determine the title to the coal underlying forty acres of land situated in said county. This suit is based upon section 650, Revised Statutes 1899.

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.

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 of 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 ten and twenty-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 fifth day of December, 1867, John Richards was the owner in fee of the southwest quarter of the northwest quarter of section 23, township 57, range 15, in Macon county, Missouri. 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 southwest quarter of the said northwest quarter, and that the said deed was filed for record in the office of the recorder for said Macon county on the seventh 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 eleventh 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 twenty 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 twenty-eighth day of June, 1898, and that by his last will and testament duly proved and admitted to probate on the seventh day of July, 1898, he devised the said southwest quarter of the said northwest quarter 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, Missouri, released and relinquished her dower to the said land, as appears by an exhibit hereto attached and hereof made a part, marked ...