Williams v. Citizens Enterprise Company
| Decision Date | 28 November 1899 |
| Docket Number | 18,149 |
| Parties | Williams v. Citizens Enterprise Company |
| Court | Indiana Supreme Court |
From the Henry Circuit Court.
Transferred to the Appellate Court.
John F Duckwall and M. E. Forkner, for appellant.
Ferdinand Winter, for appellee.
Action by appellee to recover of appellant the amount of his subscription to the capital stock of a proposed corporation. Demurrer to complaint was overruled. Appellee's demurrers to various affirmative answers were sustained. Trial on issues formed by complaint and answer of general denial. Verdict and judgment for $ 306.42 in favor of appellee. Motion for a new trial overruled. Errors assigned are the rulings on the demurrers and on the motion for a new trial.
This action is for the recovery of a money judgment only, and the amount in controversy does not exceed $ 3,500. The Appellate Court, therefore, has exclusive jurisdiction of this appeal unless "the constitutionality of a statute * * * is in question and such question is duly presented." § 1336 Burns 1894, § 6562a Horner 1897.
A subscriber to the capital stock of a proposed corporation can be compelled to pay his subscription only upon the completion of a de jure organization of the contemplated corporation. Indianapolis, etc., Co. v. Herkimer, 46 Ind. 142; Rikhoff v. Sewing Machine Co., 68 Ind. 388; Capps v. Hastings Prospecting Co., 40 Neb. 470, 24 L. R. A. 259, 58 N.W. 956.
Appellant contends that no de jure organization was perfected because the statute under which the appellee attempted to organize is in violation of article 11, § 14 of the Constitution, which reads: "Dues from corporations, other than banking, shall be secured by such individual liability of the corporators, or other means, as may be prescribed by law." A bare reading of the section shows that it is not self-operative and that the subject of the individual liability of corporators is committed to the judgment of the legislature. Wood v. Harrison, 50 Ind. 480. This decision was made at the November term, 1875. The subscription contract was entered into in 1891. The case of Wood v. Harrison stated the law then in force respecting the constitutional question sought to be raised. The subscription contract must be held to have been entered into with reference to the then existing law, and a change of judicial construction at this time could not affect the rights of these parties. Stephenson v. Boody, 139 Ind. 60, 38 N.E. 331. By signing the contract, appellant subscribed to the declaration that the act for the incorporation of manufacturing and mining companies is not unconstitutional by reason of the failure of the legislature to...
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