Stowe v. Flagg

• Decision Date: 30 June 1874
• Citation: 1874 WL 8835,72 Ill. 397
• Parties: JAMES G. STOWEv.WILLIAM F. FLAGG et al.
• Court: Illinois Supreme Court

72 Ill. 397

1874 WL 8835 (Ill.)

JAMES G. STOWE

v.WILLIAM F. FLAGG et al.

Supreme Court of Illinois.

June Term, 1874.

OPINION TEXT STARTS HERE

APPEAL from the Circuit Court of McLean county; the Hon. THOMAS F. TIPTON, Judge, presiding.

August 10, 1870, James G. Stowe, William F. Flagg and Nathan F. Mathewson, made a certificate of incorporation, under the statute for the formation of corporations (Laws 1857, p. 161), which certificate was filed in the office of the Secretary of State October 5, 1870, and in the office of the circuit clerk of McLean county November 11, 1870, and said clerk, on the 12th day of said November, issued a license to said Stowe, Flagg and Mathewson, to carry on the business mentioned in the certificate, under the corporate name of “Empire Machine Works.”

On the same day (August 10, 1870), the above named persons entered into a written agreement, whereby they agreed to associate themselves together for the purpose of manufacturing mowers and reapers, and general machinery, in Bloomington, in this State. Flagg agreed to remove and put up his then present planing mill, engine room and dry-house machinery, engine, boiler and fixtures, on certain designated ground; Flagg, also, to complete the building then under construction (a brick building, 170 by 30 feet, which he was constructing under a similar contract entered into between him and Stowe alone, in March previous), by plans agreed upon by all parties; said building to be put into the company as capital stock, at actual cost, being shown by properly executed bills and vouchers from the parties furnishing the materials and labor; the whole material, labor, etc., to be purchased and paid for at the lowest cash prices, and the whole work to be executed in a proper, substantial and workmanlike manner; the first named building, machinery, etc., to be put into the company, as capital stock, at the sum of $7000. If it was not found desirable to move the brick, engine and dry-house, a suitable deduction was to be made from the above price. Flagg was to furnish three acres of land to the company, at $1000 per acre, with a clear, undisputed title, and to execute to the company his deed of general warranty; the land, also, to be put in as capital stock. He was, also, to take $10,000 of cash stock.

Stowe was to put into the company, as stock, his machinery, tools, etc., for the sum of $25,000 stock in the company.

Mathewson was to furnish, by proper transfer, the patents granted him on mower, hay-fork, etc., at the sum of $10,000 stock in the company.

It was further agreed to make the working capital the sum of $25,000; that other parties might unite and take the balance of the stock, or it could be taken by any of the three present stockholders. The above buildings were to be removed at once, and the new one completed without delay. Flagg, as president and treasurer, and Stowe, as superintendent and manager, were to act for one year, at a salary of $1500 each, commencing May 1, 1870; Mathewson to act as agent, at a salary of $1500 a year, to take effect August 1, 1870.

By-laws were adopted by the company August 10, 1870. August 15, 1870, Stowe, by an instrument in writing, transferred his machinery, tools, etc., to the company. The by-laws so adopted provided that the annual meeting of the company for the election of officers should be held on the first Tuesday of May. The annual meeting for that purpose was called for the first Tuesday of May, 1871. Stowe objected to the election of officers, claiming that it was illegal, and no election was held. No stock was ever issued or subscribed, and no stock books ever opened, but Stowe, Mathewson and Flagg carried on business, under the name of Empire Machine Works, getting the building and machinery ready, but without any manufacturing until January, 1871. Stowe, by reason of dissatisfaction with Flagg, left the concern in January, 1871, and thereupon filed his bill in chancery, against Flagg and Mathewson, setting out the above facts, and alleging that the brick, engine and dry-house, described in the agreement, had not been removed by Flagg on the three acres of land; that Flagg had not conveyed said land to the company, nor had put into the company the building erected on the land, at its cost, but wholly refused so to do, and refused to exhibit vouchers for the cost, as provided by the contract, and that Mathewson had not transferred to the company the patents in the agreement mentioned, and praying for relief.

Upon final hearing on pleadings and proofs, the court rendered a decree, finding that, on the 10th day of August, 1870, the complainant and the defendants became and were incorporated under the general incorporation laws of the State, under and by the name and style of the Empire Machine Works; that thereupon the machinery, tools, etc., that complainant had agreed to put into the business, became vested in and thenceforth belonged to said corporation, and dismissing the bill.

Stowe brings the case here by appeal.

Messrs. SPENCER, WILLIAMS & BENJAMIN, for the appellant.

Mr. E. M. PRINCE, and Messrs. ROWELL & HAMILTON, for the...