Ward v. Brigham
| Decision Date | 23 June 1879 |
| Citation | 127 Mass. 24 |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
| Parties | Thomas W. Ward & another v. William B. Brigham & others |
Worcester. Bill in equity brought by Thomas W. Ward and Lyman Belknap against William B. Brigham and forty-nine others alleging that the plaintiffs and defendants were members of a partnership known as the Milk Producers' Association of Westboro, and entered into an agreement with each other by which they agreed to purchase milk of the individual members and others, and to transport the milk to Boston and there sell the same, and, after paying for the milk and the cost of transporting and selling the same, to divide the profits, if any, among the members; that the business was carried on for a long time by the partnership, and was discontinued about May 1, 1873; that the partnership was largely indebted to the plaintiffs and others, and debts to a large amount were due to the partnership.
The prayer of the bill was, that a receiver be appointed and the affairs of the partnership wound up; that the debts be paid from the partnership property, and, in case that should be insufficient, that the members be required to pay the same and for further relief.
The answer denied the several allegations of the bill. The case was referred to a master, who reported the facts as found by him, the material parts of which appear in the opinion, and found that the defendants were entitled to a decree dismissing the bill. The plaintiffs filed exceptions to the master's report.
The case was heard by Ames, J., upon the bill, answer master's report and the exceptions thereto; and reserved for the determination of the full court.
Bill dismissed, with costs.
G. F. Hoar, (T. L. Nelson with him,) for the plaintiffs.
W. S. B. Hopkins & F. T. Blackmer, for the defendants.
OPINION
It appears from the report of the master that, in the year 1869 the plaintiffs and six of the fifty defendants took preliminary steps towards the formation of a corporation under the St. of 1866, c. 290. Articles of association were signed, the amount of the capital stock was fixed at $ 10,000, and the par value of the shares was to be $ 25. The name of the corporation was to be The Westboro Milk Producers' Association, and its business was to be carried on at Westboro and at Boston. A first meeting was duly called and held, at which by-laws were adopted, and a president, board of directors, auditing committee, and secretary and treasurer were chosen. The by-laws provide, among other things, that the directors, by vote of the stockholders, might borrow money and give notes and mortgages in the corporate name, and that the president and secretary should sign the same. The plaintiff Belknap was elected president, and the plaintiff Ward was elected a director. Eighteen of the defendants subscribed for stock, and certificates were issued to them according to their several subscriptions, amounting in all to twenty-nine shares, of the par value of $ 725. The plaintiff Belknap agreed to take, and a certificate was issued to him for, ten shares. The plaintiff Ward took a certificate for two shares. At adjourned meetings votes were passed authorizing the purchase of real estate, and authorizing the directors to borrow $ 3000, and mortgage the real estate as security for the same. One subsequent meeting of the stockholders was held, or more, and one or more meetings of the directors, and divers votes were passed, the details of which are unimportant, in considering the questions presented by the case. The association failed to become a corporation, because the requirements of the statute were not complied with. The plaintiffs, however, with E. D. White, Jr. and H. W. Weld, two of the defendants, took possession of the real estate, on which was a cheese factory, and carried on the business of buying milk from the defendants, sending it to Boston for sale, so far as they found a market for it there, and manufacturing the surplus into butter and cheese,...
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Jennings v. Dark
... ... was incorporated, and with no idea of a partnership ... Gibbs' Estate (1893), 157 Pa. 59, 27 A. 383, 22 ... L. R. A. 276; Ward v. Brigham (1879), 127 ... Mass. 24; American Salt Co. v. Heidenheimer ... (1891), 80 Tex. 344, 15 S.W. 1038, 26 Am. St. 743; ... Finnegan v ... ...
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Jennings v. Dark
...and with no idea of a partnership on the part of any one. Gibbs' Estate (1893) 157 Pa. 59, 27 Atl. 383, 22 L. R. A. 276;Ward v. Brigham (1879) 127 Mass. 24;American Salt Co. v. Heidenheimer (1891) 80 Tex. 344, 15 S. W. 1038, 26 Am. St. Rep. 743;Finnegan v. Noerenberg, etc., Co. (1893) 52 Mi......
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United States Fidelity & Guar. Corp. v. Putzy
...by the defendant subscribers to the stock, does not make those subscribers partners in the business done. Id. at 858 (quoting Ward v. Brigham, 127 Mass. 24, 27). The Illinois courts, at least in the context of de facto corporations, have expressed similar concerns to those voiced by the Fir......
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Mitchell v. Jensen
... ... partners. ( Rutherford, et al. v. Hill et al., 29 P ... 546; Blanchard v. Kaull, 44 Cal. 440; Fay v ... Noble, 61 Mass. 188; Ward v. Brigham, 127 Mass ... 24; Johnson v. Corser, 34 Minn. 355.) ... We ... think the law is well settled that when a judge is called ... ...