Minnesota Title Insurance & Trust Co. v. Regan

BUCK, J. This case comes before this court upon demurrer to the complaint, and the question presented is whether the defendant Fisher Specialty Manufacturing Company is, under the constitution (article 10, § 3), a corporation organized exclusively for the purpose of carrying on any kind of manufacturing business. The particular clause of the articles of incorporation of the company reads as follows: “The general nature of the business of said corporation shall be to manufacture, sell, use and lease machinery and manufactured articles, and, incidental thereto, to buy, own, sell, lease, or otherwise dispose of real estate, patents, inventions and other personal property.” It is unnecessary to discuss or pass upon that part of the article relating to what is claimed to be incidental to the main business. The other part of the article does not limit the corporation to the [432] selling, using, and leasing of machinery of its own manufacture. It may not only engage in the business of manufacturing machinery, but it is also expressly authorized to sell, use, and lease machinery manufactured by third parties. While both kinds of business,—that is, the manufacture and selling of goods manufactured- by itself, and selling those manufactured by third persons,— might -be lawfully done by the corporation, yet the liabilities of the stockholders would in such case be different from those of a corporation manufacturing and selling its own goods. If stockholders desire to invoke the protection of that clause of the constitution referred to, they must insert in their articles of incorporation terms limiting business to that of manufacturing, or such as is properly incidental thereto, and do this in express terms. Here the language used is not so limited, and not even equivocal or of doubtful import, but in express terms permits the business of selling, using and leasing machinery and manufactured articles in unlimited quantities not of its own manufacture. Thus, it could do a general mercantile business under the guise of being merely a manufacturing concern. St. Paul Barrel Co. v. Minneapolis Distilling Co., 62 Minn. 448, 64 N. W. 1143; Commercial Bank v. Azotine Mnfg. Co., 66 Minn. 413, 69 N. W. 217. The stockholders are therefore not within the exception found in the constitution (article 10, § 3). Order affirmed.