The times. [volume] (Richmond, Va.) 1890-1903, 1901-01-18
y the plaintiff in error against

(
.ners doing business under the firm name
of the Virginia Abstract Company.
The defendants filed several pleas.
among them one denying that they We're
partners as averred In the declaration.
1t appears from the evidence that in No
syember. 1894, five of the defendants, under
the provision of Section 1l45 Code, obtain
ed a charter from the Circuit Court Of
Richmond, creating them and their sue
scessors and such other persons as
might be associated with them a body
polite and corporate by the name of
the Virginia Abstract Company, and that
the same was lodged with the Secretary
of the Commonwealth as required by sec
ton 1146 of the Code.
Immediately after the charter was
granted said company engaged in the
business for which it was incorporated
and continued to carry it on until the
institution of this action in April. 1899.
During that period the company contract
ed the plaintiffs debt and made the ne
gotiahle note sued on.
The ground on which it is sought to hold
the defendants liable for the company's
debt is that when persons who have at
tempted to form a corporation, have fail
ed to comply with all the conditions
necessary to the existence of a corpora
ton. they become liable partners for
the engagements of the association. 1t is
insisted that one of the conditions prece-
dent to the existence of. the Abstract
Company as {. corporation was the sub
scription of at least $4,000 TO its capital
stock. that being the minimum amount
fixed by its charter, and as only $500 of
that sum were ever subscribed, its char
te. never became effective
Tue Court of Appeals held that this
contention IS not borne out by the statute.
and that section 11i6 of the Code clearly
shows what is required in order to create
a corporation. and that subscription of
stock is not a condition president thereto.
1t was held the plaintiff had no cause
of action against the defendants as part
rers. Whether such right of action ex-
listed against them. or any of them, as
officers or directors, or otherwise, was
not decided, as that question was not
presented in this action
Judgment Of Law and Equity Court in
favor of the defendant was affirmed
RESULTING TRUST.
Rueben Miller vs. Hubbard Miller
From The Circuit Court OF Buckingham
county. opinion By Judge Cardweii.
ms was d case in which the appellant
fled his bill in the lower court, praying
a settlement with his brother Tor the
amount paid by him upon the purchase
money on the land unuer an agreement
The amounts paid by eacn, the deed to the
land having been made in the name OF
the brother who now refuses to recognize
the agreement, or settle with appellant,
on the ground that his claim has been
satisfied by profits derived from the
pace and is also barred by the statute
of fraud, and by the statute Of lmita-
tons.
From the judgment of the trial court
-l,a
taken. and the judgment is reversed and
the appellant is accorded his interest in
the land which IS ordered to be set apart
for him. The doctrine of resulting trust
in favor of one who pays part OF the pur-
chase money beng the ground upon
which the decree of the lower court is
overruled.
CLOUDS ON TITLES.
Smith ct ais VS. Thomas ct ais. From
the Circuit Court of Augusta county.
Opinion by Judge Cardwe.l.
Appellants filed their bill to restrain the
clerk Of the County Court from record
ing and indexing in the current deed book
in his office, pursuant 10 a special act
OF the Legislature, Acts 1S99-l9%o, p 1872
a certain paper on the ground that such
recordati ton Of said paper would cause a
cloud upon the title to certain lands IN
litigation in a certain cilanCery Cy1sG
pending in the Circuit Court, in which the
appelecs are plaintiffs and appellants are
defendants.
a temporary injunction was az srded in
accordance with the prayer OF the Dill.
but, upon hearing. the bill was dismissed
and the Injunction dissolved. from Which
decree this appeal was taken.
The court he'd that had the paper in
question been actually recorded and IN
dexed, the appellants could ne have
maintained their suit in q court OF equity
to remove it as a cloud upon tAelr tue
to the land in question, without aVerrlns
complete title to the land and possession
of il. In this case the bill not only fails
70 set out what interest the appellants
claim to have in the lands, but 1t con-
tains no averment Of the possession OF
the lands in them On the contrary,
an exhibit filed with the bill shows that
the possession is in the aDpellees.
Decree of lower court is affirmed.
RIGHTS OF STOCKHOLDERS.
Shickeu vs. Berryville Land Improve
ment Company. From the Circuit Court
OF Prince William county. Oplnlon "
Judge Keith, president.
This case came up for reFle" on an
appeal from the decision of the Circuit
Court refusing to allow the petitions or
Shickell and Reed and Mccormick Tor Il
rehearing on an interlocutory decree en-
sioner to whom the affairs of the com
pany had been submitted TO ascertain the
rights Of the parties. The assignments
OF error were: % The Court should not
have directed "A sale of a large part OF the
real estate of the Berryvicl Land I'M
provement Company. which was done py
It's decree at the May term, 1893, without
having first ascertaned the liens against
said real estate and determined their
DrioriteS ca The sale should not have
been confirmed, as was done by the de-
cre, of August % 1898. 60 The report of
Commissioner Ward as TO the debt re-
ported III favor of A. Moore, Jr., should
not have been confirmed, without reject
ing the item for salary included in SAID
debts. and without deductlng the amount
unlawfully borrowed from him by the
directors of said company, OF whom he
was one.
The same errors We're assigned IN the
appellate court, and the decision of the
lower court overruling them was Sus-
tanned.
1t was also claimed by the appellees,
that the Circuit Court, sitting as a Chan
Gerry Court. having obtained jurisdiction
over the subject matter parties, &c,
should have gone on to settle all qUeS-
tons which arose upon the record, and to
do complete justice: that the stockhold-
erS had been aScertained the creditors
of the company had been aScertained. ana
the amount each stockholders should
contribute had been fixed, and that it was
a hardship and injustice. under such cir
cumstanceS. TO turn them over to a courl
of law to litigIte the matters which could
I