Walter A. Wood Harvester Co. v. Jefferson
| Decision Date | 31 January 1898 |
| Docket Number | 10,859 - (265) |
| Parties | WALTER A. WOOD HARVESTER CO. v. RUFUS C. JEFFERSON and Another |
| Court | Minnesota Supreme Court |
Appeal by defendants from an order of the district court for Ramsey county, Brill, J., denying their motion for a new trial after a verdict for $6,209.65 in favor of the receivers of the Walter A. Wood Harvester Company, pursuant to the direction of the court. Affirmed.
Corporation -- Subscription to Stock -- Tender of Certificate -- Pleading.
A certain agreement held to be a subscription to stock, not a sale of stock; that it was not necessary to tender the stock before bringing suit; and that it was sufficient to allege that the corporation was ready and willing to deliver the stock.
Corporation -- Evidence.
Certain evidence held not within the issues.
Corporation -- Error without Prejudice.
The admission of certain evidence conceded to be immaterial held to be error without prejudice.
Corporation -- False Representations.
On the pleadings and evidence, certain false representations, made at the time of subscribing for the stock, and which induced defendants to subscribe, held to be immaterial.
Corporation -- Conditions of Subscription -- Subscriptions Ultra Vires -- Waiver.
The subscription contract was conditioned on a certain amount of stock being subscribed for. Several of the subscribers were corporations, whose articles of incorporation did not authorize them to subscribe for the stock, but enough of these paid in full to make, with the other subscribers, the amount so called for. Defendants, when they subscribed, knew that these corporations had subscribed, and defendants afterwards paid a part of the amount of their subscription. Under these circumstances, held, the defendants waived the objection that the subscriptions of these corporations were ultra vires, even if that objection could be made in this action.
Owen Morris, for appellants.
A tender of the stock, prior to suit, or a readiness and a willingness to deliver, coupled with notice thereof, is necessary to entitle plaintiff to recover. St. Paul v Robbins, 23 Minn. 439; Walter A. Wood v Jefferson, 57 Minn. 456; James v. Cincinnati, 2 Disney, 261; Bruce v. Tilson, 25 N.Y. 194; Clark v. Continental, 57 Ind. 135.
Munn & Thygeson, for respondents.
The agreement was a subscription to the capital stock of the company and not a purchase of shares. Walter A. Wood v. Robbins, 56 Minn. 48; Walter A. Wood v. Jefferson, 57 Minn. 456; Kohlmetz v. Calkins, 16 A.D. 518; Ottawa v. Black, 79 Ill. 262; Lincoln v. Sheldon, 44 Neb. 279; Wemple v. St. Louis, 120 Ill. 196; Hawley v. Upton, 102 U.S. 314. It was not necessary to allege or prove a tender of a stock certificate as a condition precedent to recovery. Columbia v. Dixon, 46 Minn. 463; Marson v. Deither, 49 Minn. 423; Mitchell v. Beckman, 64 Cal. 117; Schaeffer v. Missouri, 46 Mo. 248; Holland v. Duluth, 65 Minn. 324; Wankon v. Dwyer, 49 Iowa 121; Hartford v. Kennedy, 12 Conn. 499; Peninsular v. Duncan, 28 Mich. 130; Haskell v. Sells, 14 Mo.App. 91; Railroad v. Parks, 86 Tenn. 555. The defendants, by the defense set up, showed that they would not have accepted a certificate and that the tender of it would be an idle ceremony which the law does not require. Root v. Johnson (Ala.) 10 So. 293; Dowd v. Clarke, 54 Cal. 48; Brown v. Eaton, 21 Minn. 409; Bucklen v. Hasterlik, 51 Ill.App. 132.
[2]
This is the second appeal in this action. See 57 Minn. 456, 59 N.W. 532. After the last appeal the complaint was amended by alleging that the plaintiff corporation is able, ready and willing to deliver to the defendants the shares of stock so subscribed for by them. On the trial thereafter had, the court ordered a verdict for plaintiff for the amount claimed, and from an order denying a motion for a new trial defendants appeal.
1. The stock subscription on which this action is brought is in the following form:
Among others who signed it, the appellants signed for 50 shares. We are clearly of the opinion that this was a subscription for stock, not a sale of stock, and that a tender of the stock before bringing suit was not necessary; that it was sufficient to allege and prove that plaintiff is ready and willing to deliver the stock on receiving payment, and this is all that was held on the former appeal.
2. Appellants assign as error that they were not allowed to prove that several other subscribers to this agreement had paid for their stock in property worth less than the amount subscribed. These assignments of error are not well taken, if for no other reason, because no such defense is pleaded.
3. The testimony that the plaintiff corporation expended money for the purposes for which it was organized, may, as appellants claim, have been wholly immaterial, and if so its admission is error without prejudice.
4. Appellants offered to prove that it was falsely represented to them by the person who solicited their subscription, and by another who subsequently became an officer of the corporation, that the corporation was to be a branch of the ...
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