Home Lumber Co. v. Hopkins

Citations

• 107 Kan. 153
• 190 P. 601
• 10 A.L.R. 879
• 1920 Kan. LEXIS 34

Syllabus

<p>SYLLABUS BY THE COURT.</p> <p>1. Declaration of Trust — Agreement Created a Trust — Not a-Partnership. An agreement and declaration of trust provided for the transfer of property to trustees who were given power to issue negotiable certificates to shareholders, carry on a general business, invest and reinvest the funds of the estate at will, pay dividends at their discretion and make proportionate distribution of the assets among the shareholders at the end of twenty years. The shareholders had no authority to instruct or direct the trustees and had no control, either as individuals or in association, except to elect the trustees, and no personal liability could arise against them upon any contract, obligation or action entered into or taken by the trustees, and persons dealing with the trustees could only look to the trust estate for satisfaction. Held, that the agreement created a trust and not a partnership and that the shareholders cannot be held individually liable for the obligations of the trust.</p> <p>2. Same — Unincorporated Company — Application for Permission to Sell Stock — Must Conform to Regulations Imposed by Statute on Corporations. The trust, although an unincorporated company, is deemed to be a corporation within the meaning of section 6 of. article 12 of the state constitution, since the agreement under which the company is organized gives it powers and privileges not possessed by individuals or partnerships, and therefore it can only sell securities and stock within the state by conforming to the regulations imposed by statute upon corporations.</p>