St. Louis v. Edwards

• Decision Date: 21 June 1882
• Citation: 1882 WL 10344,103 Ill. 472
• Parties: ST. LOUIS AND SANDOVAL COAL AND MINING COMPANYv.FRANCIS H. EDWARDS et al.
• Court: Illinois Supreme Court

103 Ill. 472

1882 WL 10344 (Ill.)

ST. LOUIS AND SANDOVAL COAL AND MINING COMPANY

v.FRANCIS H. EDWARDS et al.

Supreme Court of Illinois.

Filed at Mt. Vernon Jun. 21, 1882.

OPINION TEXT STARTS HERE

WRIT OF ERROR to the Circuit Court of Marion county; the Hon. AMOS WATTS, Judge, presiding.

Mr. M. MILLARD, for the plaintiff in error:

The service as to the corporation was not good. It was on Main, a director of the company, who was an active and interested party in prosecuting the suit. It has been frequently decided that a party can not bring a suit and execute process himself. Snydacker v. Brosse, 51 Ill. 357; O'Conner v. Wilson, 57 Id. 226; Hammer v. Dole, 61 Id. 307; Filkins v. O'Sullivan, 79 Id. 524; Lee v. Fox, 89 Id. 226.

A receiver should be appointed in no case unless it is made to appear there is an imperative necessity for the step to preserve some particular property for such parties as shall be entitled to the benefit. First Nat. Bank v. Gage, 79 Ill. 207.

There was no ground for dissolving the corporation. The bill does not allege that the company had forfeited its rights or franchises. There were no judgments or decrees for the payment of money standing against the company, and the receiver's report shows it had ample resources to pay its debts.

Mr. M. SCHAEFFER, and Mr. H. C. GOODNOW, for the defendants in error:

If a corporation suffers acts to be done which destroy the end and objects for which it was instituted, it is equivalent to a surrender of its rights. Angell & Ames on Corporations, (9th ed.) p. 768; 2 Kent's Com. 311, 312; 1 Paige, 258; 4 Sandf. Ch. 559.

Every private corporation is subject to dissolution by a surrender of its corporate franchises, and a forfeiture of them by a willful mis-user or non-user. Mumma v. Potomac Co. 8 Pet. 287. As to circumstances under which a corporation may be dissolved, see State v. Pawtuxet Turnpike Co. 8 R. I. 182; The People v. The Kingston Turnpike Co. 23 Wend. 193.

To save the subject of litigation, or rescue it from probable destruction, a receiver may be appointed. Baker v. Admr. of Backus, 32 Ill. 79.

The residence of the St. Louis and Sandoval Coal and Mining Company was in Marion county, Illinois, and it was not a non-resident, and no other person on whom process could be served resided in Marion county, Illinois. Process could not be served by publication on the company. The stockholders of the company were all in court. Those who were not complainants were either actually or constructively served, so that service was had upon all the officers of the company. Hence no facility for imposition.

This company was organized under the general law of the State, and hence section 25 of the act of 1872 is applicable to this company, and that act has given the chancery court jurisdiction in all cases for good cause shown, as well as certain causes pointed out in that section and charged in this bill, among others. Richardson v. Akin, 87 Ill. 138; Law v. Buchanan, 94 Id. 76; Wincock et al. v. Turpin, 96 Id. 135.

Mr. CHIEF JUSTICE SCOTT delivered the opinion of the Court:

The bill in this case was brought by stockholders in the St. Louis and Sandoval Coal and Mining Company, against the corporation and other stockholders in the company. One of complainants, Seymore, is a creditor, and another, Main, is a director of the corporation. It is conceded the St. Louis and Sandoval Coal and Mining Company is a corporation existing under the laws of this State, and was organized under the general law of 1872. It is alleged in the bill the directors of the company are all residents of the State of Missouri, except complainant Isaac Main; that the corporation has contracted large indebtedness for sinking a shaft on grounds purchased for that purpose by the company, and for other purposes; that the corporation has become wholly insolvent; that the directors were fraudulently mismanaging the affairs of the corporation; that the company has ceased to prosecute the work for which it was organized; that it is useless for the company to attempt to resume business, on account of financial embarrassment, and the prayer of the bill is, the affairs of the corporation should be wound up, that a receiver be appointed, and the property of the corporation be sold to pay its indebtedness, and the “corporation dissolved and for naught esteemed in law.”

The only service of process on the corporation was made by leaving a copy of the summons with “Isaac Main, a director of said company, the president, clerk, secretary, superintendent, general agent, cashier and principal of said company not found.” Other defendants were all either actually or constructively served with process. No one appearing for the corporation, a default was entered, and a decree pro confesso rendered...