Stuck v. Southern Steel & Aluminum Alloy Co.

• Decision Date: 08 April 1895
• Citation: 22 S.E. 592,96 Ga. 95
• Parties: STUCK v. SOUTHERN STEEL & ALUMINUM ALLOY CO.
• Court: Georgia Supreme Court

22 S.E. 592

96 Ga. 95

STUCK v. SOUTHERN STEEL & ALUMINUM ALLOY CO.

Supreme Court of Georgia

April 8, 1895

Syllabus by the Court.

The plaintiff's petition alleging several distinct and independent causes of action against separate and distinct parties, and praying for relief in different forms severally against each of them, and these causes of action not being so connected with or dependent upon each other as to make a joinder of them in one and the same action necessary or proper, the court was right in sustaining the demurrer to the petition.

Error from superior court, Floyd county; W. M. Henry, Judge.

Bill by George Stuck against the Southern Steel & Aluminum Alloy Company and others. Demurrer to the bill sustained, and plaintiff brings error. Affirmed.

The plaintiff's petition alleging several distinct and independent causes of action against separate and distinct parties, and praying for relief in different forms severally against each of them, and these causes of action not being so connected with or dependent upon each other as to make a joinder of them in one and the same action necessary or proper, the court was right in sustaining the demurrer to the petition.

The following is the official report:

The petition of Stuck, as amended, was demurred to, and the demurrer sustained, to which ruling Stuck excepted. It is stated in the bill of exceptions that no intimation or suggestion was made by the court as to any amendment by which the dismissal of the petition could be prevented. The petition alleged: On July 22, 1892, Stuck and Hartfeld citizens and residents of Newport, Ky. in contemplation of and preliminary to forming a corporation, to be known as the "Southern Steel & Aluminum Alloy Company of Newport Ky.," and taking out articles or charter of incorporation under the laws of Kentucky, entered into an agreement as follows: "In consideration of a dollar, by each to the other paid, and of the agreements mutually to be kept and performed, it is agreed that, upon the formation and organization of the Southern Steel & Aluminum Alloy Company of Newport, Ky. Hartfeld will convey to said company the sole and exclusive right to manufacture aluminum alloy composites and weldable castings of the metal known as 'schmeidbarengus,' in Alabama, Georgia, and Tennessee, and to sell and dispose of said products in any market. Stuck agrees to procure a suitable lot in Rome, Ga erect on it a suitable building, and provide the necessary power in said business; and Hartfeld agrees to furnish to said company one 20-ton water-jacketed smelting furnace complete,--all of said property to be the sole and exclusive property of said company, and all of said articles to be furnished by said parties at cost price, and without profits to them. When the price of the articles has been determined the difference in value shall be paid to the party expending the highest amount of the money on his part to be expended in the said purchase. Stuck is to devote his entire time and attention to said business, and is to be the president of the corporation. Hartfeld agrees to go in person to Rome, erect the furnace in a good workman-like manner, so that it will produce the desired result, and fully instruct Stuck as to the mode and manner of [manufacturing] said composites and metal, the instructions and knowledge of manufacturing said articles to be for the sole and exclusive use and benefit of said corporation, and not to be communicated by Stuck to any person. Stuck shall have the right to employ all suitable labor necessary for the proper conduct of said business. No stock belonging to Stuck, Hartfeld, or Blakely shall be sold, without offer first having been made to the company and refused by it. No more than half the amount of capital stock shall be issued until ordered by a board of directors of the company. Hartfeld and Stuck agree to pay into the treasury of the company, when ready for active operation, $1,000 each, as a working capital. The settlement between the parties as to the indebtedness which may be found from one to the other shall be made, and the difference settled between them, before beginning active operation. Hartfeld agrees not to sell any of such composite or metal during the continuance of said corporation in Tennessee, Georgia, and Alabama, but is to turn over the same to said corporation." On July 22, 1892, in contemplation of this agreement, publication was made, and other formalities gone through with, as required by law, the publication, under the Kentucky law, being the charter or articles of incorporation of said company. Said articles were set forth in the petition, together with the certificate of the clerk of the county court of Campbell county, Ky. In addition to general corporate powers, the articles provide, so far as seems here material to be stated: "The general nature of the business to be transacted shall be the production, manufacture, and sale of aluminum and aluminum alloy composites and weldable castings. The principal place of business shall be Newport, Ky. but branch offices may be established wherever the business of the corporation may require. The capital stock shall be $100,000, divided into 1,000 shares, of the par value of $100 each, to be paid up in money or property of its market value when subscribed for, as may be agreed upon between the corporation and the subscribers, and all stock issued to be fully paid up and nonassessable. The corporation shall begin its corporate existence July 23, 1892, and continue 25 years. Its affairs shall be conducted by a board of three directors, elected July 23, 1892, and the same day annually thereafter. Its officers shall be a president, secretary, and treasurer, and such others as may be deemed necessary to be elected annually. Stuck and Hartfeld shall organize the company, and exercise all the powers of a board of directors, until the same shall be chosen, as provided herein. The highest amount of indebtedness or liability to which the corporation shall at any time subject itself shall not exceed one-fourth the amount of its capital stock. No stockholder shall sell, convey, or transfer any part of his stock without first offering it to the company for purchase. The private property of the incorporators and stockholders shall be exempt from liability for all indebtedness of the corporation." On July 23, 1892, the corporation was duly organized, and by-laws were adopted. These by-laws are set forth in the petition. At said meeting the capital stock was subscribed, 250 shares of which were issued to Stuck, 225 to Hartfeld, and 25 to Blakely, the last-named stock being issued to Blakely, by direction of Hartfeld, out of that which otherwise would have been issued to Hartfeld,--Hartfeld and petitioner being alone interested in the corporation,--solely to make Blakely eligible as a director in the company. The board of directors elected at the meeting were Stuck, Hartfeld, and Blakely; and the board at once organized, by the election of Stuck as president, Hartfeld as superintendent, and Blakely as secretary. No treasurer was then elected, nor has one been since elected.

In compliance with the agreement of July 22d, Stuck came to Rome, purchased a suitable lot, erected thereon a suitable building, and purchased and provided the necessary power, in the way of machinery, for the location and operating the smelting furnace and business. The lot purchased by Stuck was described in the petition. He took title to it in his own name, but at once had prepared a deed thereto from him to the company, to be delivered whenever Hartfeld should have complied with his undertaking in the agreement of July 22d and Stuck now stands ready to deliver said deed to the company whenever the court shall so direct. This land was bought by him out of his own funds September 19, 1892, for $720.75. In the erection of the necessary buildings, and in the purchase and placing of the machinery and power, as provided in the agreement of July 22d, he expended $2,215.16 out of his own private funds. About November 28, 1892, the furnace which Hartfeld had agreed to furnish was shipped by him to Rome, Stuck paying freight and other bills connected therewith for Hartfeld, at Hartfeld's special instance and request, amounting to $185.83, which has never been repaid to Stuck. All the articles and things furnished by Stuck were so furnished at the actual cost price thereof, according to said agreement; but Hartfeld billed the furnace at a sum largely in excess of its cost to him, and insisted and still insists that, in the accounting between him and Stuck, under said agreement, Hartfeld should be credited with $2,450, when in fact, the furnace cost Hartfeld not exceeding $925. Although Stuck had paid out, before active operations began, a sum largely in excess of what had been paid out by Hartfeld, he was never able to effect any settlement with Hartfeld, as provided in the agreement. He has never been able to get from Hartfeld a statement of the actual cost of the furnace, or of anything else...