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Park Co. v. Gibson.
pany (sic), which conveyance was made pursuant to a written request of all the stockholders of said last named company. The Meramec Iron Company attempted to organize as a corporation under the provisions of chapter 62 of the General Statutes of 1865, on the 20th day of April, 1870. On said last mentioned date one William Jones and five others signed and acknowledged articles of association of the said Meramec Iron Company, obviously with the intention of organizing the same as a private business corporation. These articles of association were duly filed and recorded in the office of the recorder of deeds of Phelps County, Missouri, on December 12, 1871, but no copy thereof was ever filed in the office of the Secretary of State. In September, 1872, a meeting of the incorporators of said company was duly held pursuant to notice, at St. James, Missouri, which town was designated as the place of the principal office of the company. Other meetings of the stockholders of the Meramec Iron Company were held from time to time during the following twenty years at divers places, among others, at the Southern Hotel in St. Louis, pursuant to changes made and entered of record in the minutes of the company. So far as the record before us discloses, the last meeting ever held by the board of directors of this company was held on the 14th day of October, 1891, in the city of St. Louis.
On the 2nd day of January, 1894, an action was begun in the circuit court of Crawford County by the collector of revenue of that county against the Meramec Iron Company for taxes upon the land here in controversy. This action was commenced by filing, among other things, an affidavit for an order of publication, which order was duly made so far as concerns the point here, and duly published for a sufficient length of time. This order recited that the Maramec Iron Company was defendant therein. It will be noted
Park Co. v. Gibson.
that the name "Meramec" is misspelled in said order and that no designation of said Meramec Iron Company as a corporation appears therein. The allegation of non-residence in this order of publication is, to-wit: "That the defendant is a non-resident of the State of Missouri so that ordinary process of law cannot be served upon him or them as the case may be." In due course, judgment by default was rendered against the Maramec Iron Company for the delinquent taxes for which the suit last above mentioned was instituted. Thereafter a sale of this land was had and thereat it was purchased by one M. A. Leftwich, who subsequently conveyed it to one A. H. Harrison (now, apparently attorney for appellant herein), who in turn conveyed it to defendant. Defendant subsequently conveyed it, but later, and prior to this action, again purchased it and yet owned it at the time he was sued herein.
It is conceded that the surviving directors of the Maramec Iron Company who conveyed the land in controversy to the plaintiff, were all of the surviving directors of the Meramec Iron Company. And since no point seems to be made upon this conveyance we need not set it forth (nor the facts concerning it) more at length. In passing it may be stated that in the written request to the said surviving directors of the Meramec Iron Company to convey the land in dispute to plaintiff here, the word Meramec, is spelled once as last above herein and once it is spelled Maramec. Also, it may be observed, that in the deed of conveyance made pursuant to the above request by said surviving directors of the Meramec Iron Company, the word "Meramec" as it appears in the title. of said Iron Company, is spelled thirteen times Maramec and not once otherwise. Which fact, we predict, will prove unlucky for plaintiff if we shall come so far as to reach it in our discussion.
Park Co. v. Gibson.
Upon a trial of the case before the court (at which trial no instructions were asked or given on either side), judgment was rendered for defendant, adjudging him to be the owner in fee of the land in dispute. Such judgment, inevitably, as a necessary incident, required a finding by the court that the sale of the land for taxes was in all things valid (as against a collateral attack) and sufficient to divest title out of the Meramec Iron Company and to vest it, through mesne conveyances, in defendant. All other questions seem to be conceded throughout the record; at least there is no controversy made in the briefs upon either side about them.
To a determination of this question, in the light of the various attacks thereon, our discussion of the case will be directed. In the discussion of it, if other facts shall become necessary we shall state them.
I. Many novel and interesting questions are mooted in the briefs of learned counsel upon the record before us. Among these are: (a) Is Maramec Iron Company idem sonans with Meramec Iron Com
pany? (b) Does an attempt to organize a corporation, which fails to create a de jure corporation for lack of following the law, have the effect to create a de facto corporation? (c) Is it necessary to sue such a body as a corporation? (d) Is service by publication upon such a (legally) abortive aggregation bad for that it follows the statute which prescribes the manner of service upon a nonresident individual, rather than that prescribing the manner of service by publication upon a de jure corporation? (e) Does such an abortive aggregation expire and become ipso facto dissolved by statutory limitation in twenty years (absent other time fixed in the articles of association) under the statute of 1865? [Sec. 1, p. 326, G. S. 1865.] (f) If it does so expire in whom does the title to its land vest? (g) Is such
Park Co. v. Gibson.
an aggregation dissolved and dead in the sense that after such dissolution by limitation it may not be sued for taxes in the quasi name of the aggregation, in which name it carried its real estate upon the land records? In short, after expiration by limitation is such an aggregation dissolved and dead within the purview of sections 11498 and 11499, Revised Statutes 1909, and of our ruling that a dead person cannot be sued for taxes, even though he be seemingly the record owner? [Sec. 11498, supra.]
It will be instantly appreciated that all of these questions are interesting; many of them are novel, and some of them are very close and difficult; largely because in any view which we may take, we must in our consideration thereof seem to beg many questions and assume as facts things which are in reason contradictory antitheses of each other.
II. We take the last point first, and recur to some of the pertinent facts, which were that more than 21 years elapsed after the Meramec Iron Company filed its articles of association in the office of the recorder of deeds of Phelps County and after it held meetings of its board of directors as a pseudo-legal corporation, till it was sued for taxes on January 2, 1894. These articles of association did not set forth the period during which the proposed corporation should exist, and it follows that under the statute then (and now) (Sec. 2990, R. S. 1909) in force, its life as a corporation was limited to twenty years (Sec. 1, p. 326, G. S. 1865), if we are permitted to apply the same rule to a de facto corporation as we apply to a de jure corporation. This period of twenty years had expired some two years before the suit for taxes was begun against it. Learned counsel for respondent concedes, in making another point, that while the Mera
Park Co. v. Gibson.
mec Iron Company was not organized as a corporation pursuant to the statutes then in force, and while its corporate existence would not have been proof against a direct attack by the State, nevertheless since it held itself out to the world as a corporation and proceeded to deal and act and hold property as a corporation, its existence as a corporation cannot be collaterally attacked. In this view we are forced to acquiesce. While confessedly, for lack of a charter issued by the Secretary of State, the Meramec Iron Company néver became a private corporation de jure, yet by reason of the existence of statutes which permitted it to be organized, for user of the powers it assumed, by its taking part of the necessary steps to organize as a corporation, it became (at least) as to all persons attempting to attack it collaterally, a de facto corporation, and thus (in such case and against such persons) entitled to all the rights, privileges and liabilities of a corporation de jure.
Did it so far expire by statutory limitation as that it could not be sued as a corporation twenty-two years after its attempted organization? We think that this
question must be likewise answered in the affirmative. It has been held in this State under our statute (Sec. 19, p. 329, G. S. 1865) that after the expiration by statutory limitation of a corporation's life, its property goes to its directors as trustees for the stockholders, and does not, as at common law, revert to the grantor. [Bradley v. Reppell, 133 Mo. 1. c. 552; Richards v. Coal Co., 221 Mo. 1. c. 158.] From this alone it follows on principle that the defunct corporation could not be sued after its dissolution and death by the expiration of its charter; in such wise, at least as to foreclose a lien against lands it no longer owned; but which by operation of law had passed to its late directors as trustees for its shareholders. For the corporate entity is dead ipso facto (10 Cyc. 1271)