White v. Marquardt

• Decision Date: 08 April 1898
• Citation: 105 Iowa 145,74 N.W. 930
• Court: Iowa Supreme Court
• Parties: WHITE ET AL. v. G. W. MARQUARDT & SONS.

105 Iowa 145

74 N.W. 930

WHITE ET AL.

v.G. W. MARQUARDT & SONS.

Supreme Court of Iowa.

April 8, 1898.

Appeal from district court, Polk county; W. F. Conrad, Judge.

Action at law to recover of the defendant an amount alleged to be due on capital stock of the Zoological Park Company of Des Moines, Iowa. There was a trial by the court without a jury, and a judgment in favor of the plaintiffs. The defendant appeals. Affirmed.Bishop, Bowen & Fleming, for appellant.

Dowell & Parrish and Earl & Prouty, for appellees.

ROBINSON, J.

The material facts involved in this case are so nearly like those which were controlling in the case of White v. Green (decided at the present term of this court) 74 N. W. 928, that when a rehearing was ordered in that case a rehearing was also granted in this, which had also been previously submitted, and the case is again submitted for our determination. The decision announced in White v. Green, so far as applicable, must control in this case, and we need not repeat what was there said. But the appellant also relies upon defenses not involved in that case, which we will now consider.

1. G. W. Marquardt & Sons is a corporation, and alleges that it had no power to acquire or own stock of any other corporation, and that the stock in question was purchased by a member of the corporation without authority. The evidence shows that the defendant was organized for the purpose of doing the business of a “dealer and jobber in jewelry, including all such kinds and classes of merchandise as are usually handled by the largest wholesale jewelry houses in the United States,” and that it transacted the business for which it was organized. It purchased the stock in the ordinary course of business, exchanging for it merchandise in which it was dealing. Its articles of incorporation did not impose any limitation as to the kind of property it might take in exchange for its merchandise, and the shares of stock it received were property. The contract for the purchase of the stock was made by the treasurer of the defendant, and he was authorized to and did act for the defendant in transacting a large share of its business, and in buying and selling merchandise. The sale of property and the taking in exchange of the stock in question were within the authority given him, and the powers he habitually exercised. Moreover, the transaction was fully ratified by the defendant, and has been completed. The defendant has had all the benefits...