The Memphis appeal. [volume] (Memphis, Tenn.) 1886-1890, 1888-09-12

County court.
The following opinion Of the Tennessee
supreme court, adverse TO trusts, is OF spe'
cial interest to planters and factors at TINS
time;
Mallory ct al, vs. Hanaucr oil Works tsupreme
Court Of Tennessee May lNss)
pAnrsEusuIP-what is-Agrccmcut between
Corporations An agreement among nnmD ",,' o,
corporations engaged IN nRnhh''ullnE, '',Nl"
seed oil, 20 select committee conp9sSH "' dcr
scntatycs from each corporation ana 10 luIu uNvi
10 such committee the properties anu hluii,.vg
OF each company, 70 To mhhagyd aha "iTi",,u
the committee for the common behtnI lhe p'ont
and loS,c, 10 be shared IN agreed proportions ana
The arrangement "a last lot specimen ume' IN
COZ ,n,,"a ,TIoSs"rowcrs- Ultna Contract
of hrtucr,hip A corporation created under the
Tennessee Incorporation act OF $50 Tor TIE manu-
fnciurr of cotton seed OIL has no implied power TO
enter into partnership with other similar corpor
ntons Nv which the business Of all the contracting
companies IL ~ be managed by committee hhd
such contract, whether made 10y the dlrcinrsor
by all the stockholders, IL ultra wires ana void, rs
lar a. uucAcCutud.
s. siNE-Ulsn yires-Coutract Of rartncr'hipI,
when Unexecutcd. Where by the contract OF
pnrtnc rship, the committee was 10 have possession
of the properties OF ali the contracting companies
for tho space OF three years and an action 81 un'
lawful dcu,incr WIS brought by one Of The com
panios 20 recover Its property ~ the Cnd ni Two
yoan, held that the contract was ~ ~ the rcmhin'
der OF the term unexccutcd, aud could be repn
dated ~ ultra wires.
4 sANE-Void Contract Of Partnership Eject Of
Placing Corporate Irnucrty IN the Hands OF Man
ngcrsL The contract bclug void II could not Opcf'
att 10 convert tho managers Oi the combination
into tenants nom year % year, and cnuilc thtm o
the statutory notice ~ quit
q foHCnis kstRY ASH DEtAIsRR-Ptoccdur-
Eo,icc Where the acuon'of,unlAWiul dctalncr viii
lie under the tennessee statutes no other notice
thhn the suing out Of tho wit I. necessary
appeal from Tho Circuit court, Shelby county L,
n. fyTyk, Judge. MctcAlf q Walker, Tot appel
lants l. 4 . Lehman and nrlcy a Wright
for appellee.
LuRroS, j. This il an action Of unlawful
deuincr brought by the llannuer oil works,
corporation created under the general In.
corporation act Of 1873, and engaged In the
manufacture of cotton seed oil nc Memphis,
Tenn. The facts which raised the question
90 be determined are these. In July, 1884, a
contract was entered into by and between
four corporations engaged In manufacturing
cotton seed OIL at Memphis, for the formation
Of what IL designated In the agreement ~ u
coordination" Syndicate" and partner
ship. The contracting mills agreed h. select
committee, composed Of representatives
from each corporation, and 10 turn over IA
this committee the propcrti,s aud machin'
cry OF each mill to be managed aud Operated
by this committee, through officers, agents
aud employees selected hy them for the com
mon benefit, the profit aud losses 1T such op
emtion ~ be- shared In proportions agreed
upon. This arrangement was Ia last ON,
year. but, with consent of ALL might De r.
ncwcd for Two additional years, and, n ap
pears. was at the end uf the first year renewed
Tor two years terminating August !, 1857.
The facts clearly establish that the o s-cs.
sion OF the several mills was turned over 10
this executive committee aud they wcru op.
Grated by thus' managers thcnCcfUrwarl
under the nnmo ~ the independent Cotton
Seed association" There was a provision
IN the contract by which other mill, Wcrr n
be admitted by consent, aud q nth cnrpur
alton was IN fact subsequently admitted.
Tho llanaucr oil works was one OF these
contracting corporations. the contract being
authorized by both shareholders and dircc-
tors In July, ispi, the business NJ the sec.
oud year having been about concluded, the
board Of directors ot the lInnnucr oil works
passed a resolution declaring their contract
void. a. being an agreement ultra wires, aud
their president wiz instructed tn take pos
session ut their mill. There u snmc pros
tending to show that, upon the demand "a
the prrsid, nj in error, the general supcrin
tendcnt of the independent Cotton See
association surrender POSSESSION ~ th
Ilnuancr mill 10 him, uul agreed a. hold io
him, aud that he niirrNarl. rcpudI
aicd this agreement by surcndcrinl
possession e. Mr.. Mallory one -
the executive committee, vino thcuupuI
locked NJ thc mill, and sayc Instructions 9,
nwatchnian. in the employ IT the commit
ice. not a. admit the llauaucr officer, u
the Wow We take of the ease, it Il not mate
iial Co determine the legal effect " the cyi
dUuCr upuu this question n H. what passes
letNcrn Mr. Camp the superintendent. an,
Mr. toghulu, uv president The tact ~ that
NJ the time the writ 81 unlawful driaiuc
Nas sued out the mill ui the linnnu,r CON
Iany was In tly exclusive possession 1T th
officers Of tho Independent Cotton Sc,
association. aud the uihcrr Of tlo lihuau,
company were excluded ihyrlrum. Tibet
Wasa judgment in favor II the llnnau,
oil work.. and irum this an appeal has bee
presented
Tic argument herr has largely iurnc
upon the currctncss II the chiu-c pi IN
criminal Judge. who distinctly instructed Oh
Jury that the contract between tho linnaup
company and the other four corporation
Wa contract for partnership hriwcr
corporations, and that, under the charter a
The lianaucr oil works II had no power q
make such a contrast aud that 10 Wa thcrr
fore void, and that 10 hai right Ia rrcnyc
Possession of b. property, IL being withheld,
Hulcly under and 10y virtue ut an agrcrmcn
. ultra virus. "a pnu'rhip' says ludr
story, Us usually defined Ia be- NuluuiArl
contract between two ur more OumIyieu
persons 90 place their money, effects, lnhu
and skill, or some ~ all ~ them. iu Lawful
commerce or business. with the understand
ing that there shall De- q communion IT Oh
profits thereof between them. ruihIrr AS
that % partnership j. a contract whereby ~
or Wurr PHruul put ur contract tu pu
something iu common. tu make % lawful priN
iu DHmu1u. aud ryIprlrAlly yumrv Wit
ca'N other tu ryulvr au account thereof
Story laru. .
4 careful examination nf this irrrrmrr
drr'HsUs over, essential element tD % 20.
turt ul IariUUrhIp The absolute uWnr
ship ui thc ruuONir property. thc mil
machinery. ETC.. iH mot conveyed tp che lar
nrrship. nor BE- this re Hrary The ben
fetal use Of all such property is surrender
60 the common purpose The 30, IsIuus 4
The complete Possession. control and nee
the properties ~ the several corporations
The partnership or syndicate Is prrio
Nothing Is lrit b. the several coparturr b
The right 10 receive q shan 0f the prphts al
participate Iu che management and ruutf
al ihr consolidated Interest as one uf thr %,
associations Tho contract b both techi
eally and iu o. essential character partu,
ship. in IN far ~ it b. possible iut CORPS
aUOns to form such au association
ID a. huWvyyr arfuyl hy ihv learned yUu
tel for appellants, that II 10 br Iariu,r.h
that 10 does not therefore follow that ID
ultra wires. that such q D.nfrtHt NOT hpI
prohibited by Law. or thp charter ul che d
frndant IN error, or against public policy.
not void N in excess ~ TOWrHs orpura
conferred. that tho bus.ucss proposed by {
contract being within the purposes II {
charter Il therefore within ihr impii
powers oi the corporation aud not ultra VIZ
H. other words, chat tho question Is 0
whether the corporation hal, by virtue