St. Paul Barrel Company v. Minneapolis Distilling Company

• Decision Date: 18 November 1895
• Docket Number: 9481--(25)
• Citation: 64 N.W. 1143,62 Minn. 448
• Parties: ST. PAUL BARREL COMPANY v. MINNEAPOLIS DISTILLING COMPANY and Others
• Court: Minnesota Supreme Court

64 N.W. 1143

62 Minn. 448

ST. PAUL BARREL COMPANY v. MINNEAPOLIS DISTILLING COMPANY and Others

Nos. 9481--(25)

Supreme Court of Minnesota

November 18, 1895

Appeal by certain defendants, alleged in the complaint to be stockholders of defendant corporation, from an order of the district court for Hennepin county, Russell, J., overruling demurrers to the complaint. Affirmed.

Order affirmed.

Van Fossen & Frost, Savage & Purdy, Sumner Ladd and Thomas Kneeland, for appellants.

Lewis & Hallam, for respondent.

OPINION

COLLINS, J.

This was an action brought to enforce the constitutional liability of the stockholders in defendant corporation, and appellant stockholders rely on the exception introduced into section 3 of article 10 of the state constitution by the amendment of 1872. The section reads thus: "Each stockholder in any corporation, excepting those organized for the purpose of carrying on any kind of manufacturing or mechanical business shall be liable to the amount of stock held or owned by him." If the corporation was a manufacturing concern within the purview of this exception, this action cannot be maintained. But, if it was not, the order appealed from overruling a general demurrer to the complaint, must be sustained.

The articles under which the corporation was organized provided that "the general nature of the business shall be the buying of grain and the manufacturing and distilling of the same into liquor, and the manufacturing, distilling, buying and selling and dealing in liquor, and the conducting of one or more distilleries for that purpose." This constitutional provision, or rather, the exception therein, has been considered by this court in a number of cases, commencing with State v. Minnesota Thresher-Manuf'g Co., 40 Minn. 213, 41 N.W. 1020, and ending with Anchor Inv. Co. v. Columbia Electric Co., 61 Minn. 510, 63 N.W. 1109. The rule by which the present case must be determined was fully formulated in Arthur v. Willius, 44 Minn. 409, 46 N.W. 851, as follows: Only those corporations come within this exception which are organized for the purpose, as stated in their articles of association, of carrying on an exclusively manufacturing business; and if the purposes as thus stated are to carry on both a manufacturing business and other kinds of business, not properly incidental to or necessarily connected with the manufacturing business, they are not within the exception. ...