Daily globe., 1879-05-16
THE COURTS.
Supreme Court

This court met at $50 yesterday morning |
and heard the following causes: ~
No. 54-Isaac II. Moulton, respondent, vs..
Nathaniel R. Thompson, appellant. Argned
and submitted. I Bss A
No. 6s. b. B. Willis, appellant, y. jacob
No. 81. John w. McClang, respondent, vs..
Annie d. Manson, administrative of the estate
of A. G. Manson, appellant by order of this
court Jan. Is, 1879, and A. ID. Condit, i'm
pleaded with A. NJ. Radcliff, appellants.
Order to show cause why James King, sheriff
appellants the amount Of the balance Of this
Judgment herein remaining due and unpaid, or
in default thereof be dealt with fors contempt
of court. Argument continued ON motion of
respondent until May 20 at $50 o'clock. g.
Decisions bY the Court.
[October Term, 1881 at5j & !8
Rufus J Baldwin and the State National
bank of Minneapolis, respondents, VS..
Thomas 81. Oan6eld appellants. t!5la 33''
Syllabus-By the articles oft incorporation
of the Minneapolis Agricultural and 3Mechani-
cal Association "a corporation formed under
the general laws of tho State), the government
of the association and the management Ot its
affairs is vested in the board of directors. The
legal effect of this is to invest the directors
with such government and management as .
board, and not otherwise. The general rule is
that the governing body, a. such, Of . corpora
tion, are agents of the corporation only a. q
board, not individually. They have no au-
thority to act for the corporation, save when
assembled at q board meeting, . The separate
action, individually, of the persons comprising
such governing body, is not the action Of the
constituted body, clothed with the corporate
powers ti}st W J'1sL..itI E.
Application of this rule to the facts of this
case in which deed of real estate. belonging
to the association before mentioned, executed
in the names OF such association by all the
directors acting separately and not as .
board, without any 10 authority from
the board of directors, is held void a. . COM
veyance and equally Intellectual az a contract to
convey. zG,>@ a5it itt '+ia'5 ~ l5i@tst =
Section 40. chapter 81, general statutes,
| enacts that the stock of corporations like the
association aforesaid shall be transferable
only ON the books of such corporation in such
form as the directors prescribe. Provisions of
this kind are intended solely for the protection
and benefit of the corporation. They do not
! incapacitate shareholder from transferring
his stock without any entry upon the corpora
| the owner and holder of shares of stock may,
as an incident of his right of property, trans.
fer the same as any other personal property OF
which he is owner. aEsatssiH .sat -i5s
Holders of the stock of a corporation
whether holding as general owners or. 4.
1
the corporate property and in preventing j,
from passing out of the hands of the corpora,
tion. They have therefore.a right TO take legs
means to preserve the corporate property ano
to prevent it from being lost to the corpora
ton or it's value from being impaired. IF sucf
value is practically impaired by . cloud upor
the title of the corporation to real property
they have right to have the cloud removed.
The deed before mentioned purports, upoK
its face to be the deed of the association afOre
said. Although it is not its deed, that fact il
not apparent upon its face, but tho deed 4
upon its face regular and valid. Whether it il
80 in fact and law depends upon the extrinsi.
consideration whether its execution was au
thorized by the board of directors. It, there
fore, throws cloud upon the title of the asso
citation. rr iouGl . +
While the title to certain real property wa.
in said association, one X, who owned all tn
stock eff the association, executed in his owl
name deed of said property. As respects tn
title of the association to said property, thi
deed is void upon it's face, and is, therefore
not . cloud upon such title. 'Ns f3
defect of parties must be taken advautag
of by answer demurrer, otherwise it i
waived. za
The question of who shall be made parties t
a proceeding in equity, is a question of con
venience and discretion, rather than of absc
lutte right. and question to be determined &C
cording to the exigencies of the particular case
, Application of this rule to the facts of thi
case: ,sal a'.f-
A person holding stock of a corporation not a
a stakeholder, but merely as pledge. ma
bring IN action on his own account and in hi
own name to protect his rights and his inter
ests as pledge, and is not required in sue
matter to act through tho ASSOCIATION.
The taking by national bank of the stoc
of a corporation us collateral security for
loan of money is not q violation of that provia
ion of the national banking act making it in
competent for national bauk to loan none
upon mortgage of real estate although til
property of such corporation consist wholly Q
real estate.
The defendants claim of estoppel considere
and held not to be sustained by the facts Q
the case. BERRY, j.
, In another appeal in the same cause the coul
directs the Judgment to be modified in accord
ance with opinion in preceding case.
In still another appeal in the same cause th
court orders discharging order to show cause
and restraining order held upon the facts pre-
scribed to have been properly made. Appeal.
bility of same doubted.