Scanlon v. Duffield
| Decision Date | 04 May 1939 |
| Docket Number | No. 7730.,7730. |
| Citation | 103 F.2d 572 |
| Parties | SCANLON v. DUFFIELD et al. |
| Court | U.S. Court of Appeals — Sixth Circuit |
George E. Taylor and Milton McCreery, both of Toledo, Ohio (Flory & Taylor, of Toledo, Ohio, Walter S. Jackson, of Lima, Ohio, and George E. Taylor, of Toledo, Ohio, on the briefs), for appellant.
Dan R. Tripplehorn and J. J. Weadock, both of Lima, Ohio (Mackenzie, Weadock & Weadock, Dan R. Tripplehorn, and F. W. Durbin, all of Lima, Ohio, on the briefs), for appellees.
Before HICKS, SIMONS, and HAMILTON, Circuit Judges.
This is an appeal from a judgment of the District Court dismissing appellant's petition seeking to hold appellees individually liable for the debts of the Knights of Columbus, Lima Council No. 436, of Lima, Ohio, of which they were members. The action was dismissed in the lower court as to appellees, Wagner and Weadock, on grounds not urged as error here.
The facts are not in dispute and are substantially as follows:
The Knights of Columbus, a non-profit fraternal corporation operating under a lodge system, is organized under the laws of Connecticut for the purpose of rendering mutual aid and assistance to its members and their families, and under Section 3 of its charter is authorized to establish subordinate councils and to adopt by-laws, rules and regulations for their government in all of the States and in foreign countries.
The Connecticut corporation was admitted to do business in the State of Ohio in 1899. "Lima Council No. 436, Knights of Columbus," was organized as a subordinate council in 1900 and disbanded in 1927.
On August 17, 1920, while appellees were members, the Lima Council acquired a piece of real estate in the city of Lima, Allen County, Ohio, for use as a home and for its fraternal activities, the grantee in the deed being "Lima Council No. 436, Knights of Columbus, a corporation." On that date at a meeting of the Council for the purpose of paying for said real estate and improvements thereon, it arranged to borrow $150,000 on debentures, dated September 15, 1920, in varying principal amounts, maturing in ten years, bearing seven percent interest, payable semi-annually, the payor being "Lima Council No. 436, Knights of Columbus, a corporation incorporated under the laws of the State of Connecticut," the signature thereto being
All the appellees purchased these debentures and on behalf of the Council solicited their sale. Appellees Duffield, Christen and Fitzgerald attended the meeting and voted for the incurrence of the indebtedness and sale of the debentures. Christen signed them as Grand Knight and Fitzgerald as Financial Secretary.
On September 30, 1920, Thomas M. Scanlon purchased from the appellee, E. G. Christen, acting for the Council, $14,550 par value of the debentures and on June 20, 1928, notified each of the appellees that he elected to rescind his purchase and tendered to them the debentures which were refused and thereafter on July 11, 1928, filed suit in the Court of Common Pleas of Allen County, Ohio, against the appellees seeking a rescission of purchase and recovery of the sums paid, together with interest, which action was dismissed without prejudice on February 17, 1936, and the present one instituted April 11, 1932.
Scanlon died January 29, 1937, and the action was revived in appellant's name. All interest coupons on the debentures were paid by the Lima Council to March 15, 1924, with no further payments.
The Lima Council acted pursuant to the by-laws of the Supreme Council and was recognized by it as a subordinate. On the foregoing facts, the lower court found that the Lima Council No. 436 was a corporation pursuant to Section 10061-1 of the Ohio General Code and that its individual members were exempt from personal liability and dismissed appellant's petition.
The statute relied on by the lower court is found in Title 9 of the Ohio Statutes dealing with corporations. Divisions 1 to 5 relate to corporations organized for profit; division 6, of which the statute here involved is a part, to non-profit ones. The particular section was first enacted May 10, 1910 (101 Ohio Laws 207). Just prior to the enactment thereof, a Codifying Commission had completed a codification of the Ohio statutory laws, and pursuant to the authority conferred on the Attorney General of Ohio to place subsequent Acts of the Legislature in the proper code classification, the Act here in question was placed in the division relating to non-profit corporations.
The statute was amended in 1923 (110 Ohio Laws 88) wherein the Legislature referred exclusively to the section number theretofore adopted by the Attorney General. The statute before amendment provided in substance that any unincorporated lodge or other subordinate body of any society or lodge chartered by a supreme body was authorized to acquire real estate for its own use, by lease, purchase, grant, devise or gift in...
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Hartford Acc. and Indem. Co. v. Sena
...as General Statutes § 52-76, the courts permitted suit on the legal theory that the association was a legal entity. See Scanlon v. Duffield, 103 F.2d 572 (6th Cir.1939). It perhaps would have been better premised on a legal theory that the injured member should be permitted to sue his other......
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State v. Fremont Lodge of Loyal Order of Moose
...Inapplicable also is the decision of the United States Circuit Court of Appeals for the Sixth Circuit in the case of Scanlon v. Duffield, 103 F.2d 572, where it was in substance in a civil case that a subordinate council of a non-profit fraternal corporation operating under a lodge system i......
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Herr v. Duffield, 7731.
...and F. W. Durbin, all of Lima, Ohio, on the brief), for appellees. PER CURIAM. Order affirmed upon the authority of Scanlon v. Duffield, 6 Cir., 103 F.2d 572. ...