Wishard v. Hansen
| Decision Date | 17 October 1896 |
| Citation | 68 N.W. 691,99 Iowa 307 |
| Parties | WISHARD & COLE v. H. C. HANSEN, Appellant, THE CHICAGO LUMBER COMPANY, et al., Interveners |
| Court | Iowa Supreme Court |
Appeal from Polk District Court.--HON. W. F. CONRAD, Judge.
ACTION at law, commenced by Wishard & Cole, on a judgment rendered against the Zoological Park Company of Des Moines, Iowa to recover of the defendant, H. C. Hansen, on account of stock of the company purchased by him, on which he is alleged to be liable as a stockholder, for unpaid stock. Robert Fullerton doing business as the Chicago Lumber Company, and B. P White, intervened. Each of the interveners holds an unpaid judgment against the Zoological Park Company, and seeks to recover thereon against Hansen, as a stockholder, and alleges, that the judgment upon which the action of the plaintiff was brought, has been fully paid. While this action was pending in the district court, A. S. Wilcoxen was substituted for Wishard & Cole, as plaintiff. Before the trial was concluded, the plaintiff dismissed his action, and the trial proceeded on the issues presented by the pleadings of the interveners and the defendant. The trial was by the court, without a jury, and resulted in a judgment against the defendant, in favor of each intervener. The defendant appeals.
Affirmed.
McVey & Cheshire for appellant.
Berryhill & Henry for appellee the Chicago Lumber Company.
Dowell & Parrish and Earl & Prouty for appellee B. P. White.
The Zoological Park Company was organized in the year of 1889. At about the time it was organized, L. M. Mann was the owner of a tract of sixty-three acres of land, situated in the city of Des Moines, and a syndicate was formed which had for its object the organizing of the park company, and the purchase of the land. A contract was entered into with Mann, under which he conveyed the land to the park company. The consideration for the conveyance was twenty thousand dollars in money and real estate, furnished by the syndicate, and forty thousand dollars in bonds, secured by a mortgage on the property, issued by the park company, to Mann. Shares of the capital stock of the company to the amount of one hundred and twenty thousand dollars were issued to the members of the syndicate, for which they paid nothing at the time, excepting twenty thousand dollars, furnished in money and real estate, as stated. Assessments to the amount of eighteen and three-fourths per cent. of the capital stock were afterwards made and paid. The payment of money and real estate made by the syndicate amounted to sixteen and two-thirds per cent. of the stock issued. It thus appears that less than thirty-six per cent. of the amount for which stock was issued has been paid, and that is true of the stock in controversy. We think the district court was authorized to find that to be the case, even though the land, subject to the mortgage of forty thousand dollars, and not the money and real estate to the amount of twenty thousand dollars, be regarded as the consideration paid for the stock, for the reason that it might have been found, under the evidence, that the value of the tract in excess of the mortgage, was not more than twenty thousand dollars. The capital stock of the company was divided into shares of one hundred dollars each, and the one thousand two hundred to the syndicate and one hundred and twenty-six taken by the Des Moines Street Railway Company, were all that were issued. Thirty-four shares were apportioned to John J. Pederson, a member of the syndicate. He transferred them to the defendant, in October, 1890, and the certificates originally issued for them, were surrendered, and a new one was issued to the defendant. He testifies, that he paid for them, a claim he held against Pederson for three hundred and eighty-five dollars; seven hundred and sixty-five dollars in money, five thousand dollars in railway-supply stock, of a value not shown, but taken at twenty-five cents on the dollar, and in May, 1891, gave Pederson a check for one thousand nine dollars and nineteen cents. The defendant further testifies, that he transferred the shares to J. C. Hansen, on the seventeenth day of June, 1893, although the transfer was not recorded in the books of the company until the latter part of February, 1894. The judgment upon which the Chicago Lumber Company relies, appears to have been rendered for building material sold to the Park Company for use in improving its grounds. The judgment upon which B. P. White seeks to recover, was rendered on bonds which were issued to refund the bonds originally taken by Mann. The district court rendered judgment in favor of the interveners for sums which amounted to two thousand one hundred and seventy-four dollars and fifty-five cents, besides costs, or for about sixty-four per cent. of the stock which the defendant had owned.
Section 1082 of the Code is a part of the chapter in regard to corporations for pecuniary profit, and is as follows "Neither anything in this chapter contained, nor any provisions in the articles of incorporation, shall exempt the stockholders from individual liability to the amount of the unpaid installments on the stock owned by them, or transferred by them for the purpose of defrauding creditors, and execution against the company may, to that extent, be levied upon the private property of any such individual." Where the capital stock of a corporation is...
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