Cook v. Berlin Woolen Mill Co.
Wisconsin Supreme Court
APPEAL from the Circuit Court for Green Lake County. The Berlin Woolen Mill Company was organized as a corporation under ch. 86, P. & L. Laws of 1870, which required that it should have a capital stock of $20,000, in shares of $100 each.
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APPEAL from the Circuit Court for Green Lake County. The Berlin Woolen Mill Company was organized as a corporation under ch. 86, P. & L. Laws of 1870, which required that it should have a capital stock of $20,000, in shares of $100 each. The plaintiff, owning twenty shares of stock in the company, brought this action in behalf of himself and the other stockholders, to avoid a sale and conveyance of the company’s real estate (including its woolen mills and machinery), made and executed in May, 1874. Before commencing the action, plaintiff requested the company to do so, but his request was…
1Opinion of the CourtRyan, C. J.
A distinction is recognized in the books between corporate officers, whose offices are of the essence of the corporation, and whose offices are merely ministerial. Courts of equity deal with the former as trustees; with the latter as agents. Angell and A. on Corp., §§ 312, 426; Pickett v. School District, 25 Wis., 553. The question raised by this appeal is therefore different, as to the respondents who were the directors of the corporation, and as to the respondent who was its superintendent.
I. The general rule applicable to the directors, regarded in the light of trustees, was settled in the…
2Cases cited4 opinions
- Torrey v. Bank of OrleansNew York Court of Chancery · 1842
- Dousman v. Wisconsin & Lake Superior Mining & Smelting Co.Wisconsin Supreme Court · 1876
- In re Taylor Orphan AsylumWisconsin Supreme Court · 1875
- Gillett v. GillettWisconsin Supreme Court · 1859
3Cited by38 opinions
- Ludington v. PattonWisconsin Supreme Court · 1901
- Jones v. MorrisonSupreme Court of Minnesota · 1883
- Halsey v. MorteiroSupreme Court of Virginia · 1896
- Pittsburg Mining Co. v. SpoonerWisconsin Supreme Court · 1889
- Morgan v. KingSupreme Court of Colorado · 1900
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