Robinson v. Taber

Brooke, J. (after stating the facts). The learned circuit judge held that the failure of the township treasurer to make the sworn statement required by law was not fatal, under the authority of Northwestern Cooperage & Lumber Co. v. Scott, 123 Mich. 357 (82 N. W. 76). In this we think he was correct. He next held that the title to the property on which the levy was made was, at the time of the levy, the property of the Robinson Lumber Company, and as such liable to seizure for the payment of the corporate taxes. This conclusion was reached upon the theory that the contract of March 16, 1914, executed by two of the stockholders only, in their individual capacity, did not constitute a legal authority for the sale or conveyance of the property of the corporation, and that, if such sale was made in pursuance of said contract, it was void as against the tax levy. Upon this point the learned circuit judge cited and relied upon Rough v. Breitung, 117 Mich. 48 (75 N. W. 147), where it is said: “Stockholders do not own the corporate property, and cannot mortgage, sell, or convey it. The title is in the artificial being called the corporation, not in the stockholders. Such property is not under the control of its stockholders, whether they act separately or collectively. The laws under which these corporations are organized provide the agencies and methods by which their property can be sold and transferred.” Many cases are cited in support of the principle announced, among them Randall v. Dudley, 111 Mich. 437 (69 N. W. 729), where it is said: [772] “The mere fact that one has become the owner of all the stock of a private corporation does not entitle him to sue in his own name upon an account stated with the corporation, but his succession to its interests must be averred and proved.” Again in Chase v. Telephone Co., 121 Mich. 631 (80 N. W. 717), this court said: “Although one person owns a majority of the stock, or all but two shares, or all of it, he does not thereby acquire the right of acting for the corporation, or as the corporation, independently of the directors.” Citing cases. The question has been repeatedly before the Supreme Court of the United States. See Pullman’s Palace Car Co. v. Railway Co., 115 U. S. 587 (6 Sup. Ct. 194). And in Humphreys v. McKissock, 140 U. S. 304 (11 Sup. Ct. 779), that court says: “The property of a corporation is not subject to the control of individual members, whether acting separately or jointly. They can neither encumber nor transfer that property, nor authorize others to do so.” We are of opinion that the corporation never legally authorized the sale of its property to Eastman, and therefore that plaintiff acquired no title thereto through the bill of sale from Eastman. Judgment is affirmed. Kuhn, C. J., and Stone, Ostrander, Bird, Moore, Steere, and Fellows, JJ., concurred.