The State ex rel. Walker v. Talbot

• Citation: 27 S.W. 366,123 Mo. 69
• Parties: The State ex rel. Walker, Attorney General, v. Talbot et al
• Decision Date: 18 June 1894
• Court: Missouri Supreme Court

27 S.W. 366

123 Mo. 69

The State ex rel. Walker, Attorney General, v. Talbot et al

Supreme Court of Missouri

June 18, 1894

Demurrer to return overruled.

R. F Walker, Attorney General, for the state.

Lyne S Metcalf, Jr., and Chester H. Krum, for respondents.

Macfarlane J. Brace, J., does not sit; Sherwood and Burgess, JJ., dissent; Black, C. J., and Barclay and Gantt, JJ., concur.

OPINION

In Banc

Quo Warranto.

Macfarlane J.

This is an original proceeding by quo warranto against respondents as the officers who assume to manage the affairs of a corporation purporting to have been organized under the laws of the state of Missouri, under name of the Guarantee Investment Company of Nevada, Missouri. The legality of the incorporation is questioned by the state. The information contains the same charges as are made against the respondents in the case of State ex rel. Attorney General v. Corkins et al., ante, p. 56.

In this case respondents make return to the information, in which they declare that they are managing the business affairs of the corporation named under a certificate of incorporation granted them by the secretary of state after a full and strict compliance with all the requirements of the laws of the state authorizing the organization of corporations, and that they are acting in strict compliance with the authority of said certificate and not otherwise. They make this further allegation:

"Farther making return, the said defendants show that subsequently to the issuance of said certificate of incorporation to the Guarantee Investment Company, as aforesaid, and while the said corporation was carrying on in this state the business of selling, disposing of, and paying bonds issued on the installment plan, the said corporation, together with all others of like incorporation under the laws of this state, was confirmed, ratified and recognized by the state of Missouri in its existence, franchise, capacity and powers as a corporation by reason and by means of an act of the general assembly entitled 'An act to regulate bond investment companies and companies organized to place or sell bonds, certificates or debentures on the installment or partial payment plan' and approved April 21, 1893; that said statute became operative as a law on the twenty-first day of June, 1893, and that within thirty days thereafter, to wit, on the nineteenth day of July, 1893, the said Guarantee Investment Company complied with the terms and requirements of the said statute by depositing with the treasurer of the state of Missouri securities in the sum of one hundred thousand dollars which were approved and accepted by the said treasurer as good and sufficient, and that the deposit still remains with said treasurer intact and unimpaired."

To this return relator interposes a general demurrer.

The demurrer raises two questions: first, whether article 8 of chapter 42 authorizes an incorporation for the purpose of engaging in, and conducting the business of "issuing bonds to be paid for by purchasers thereof, in monthly installments, and to be redeemed by said corporation...