Marseilles Land & Water-Power Co. v. Aldrich

Citations

• 86 Ill. 504

Syllabus

<p>1. Contract — of the interest acquired in purchase, whether title or share in stock. A party purchased an undivided one-fifth in certain property, consisting of real estate, water-power, and personalty, under a written contract with the owners of the other undivided interests, to form at once a special partnership to improve the same, which partneiship should be treated as a corporation from that date, owning all the property of the several owners, and, until a regular organization could be effected under a charter to be procured, the business was to be managed by a board of directors consisting of five members, to be controlled by a majority vo;e of the directors in the same manner as if a real corporation was organized, and each owner was to unite with the others in organizing a regular corpoi ation under the charter when procured, each taking stock in proportion to his interest in the assets of the special partnership, and such corporation, when formed, was to become the owner of the assets of the special partnership and assume all its liabilities: Held, that under such agreement the purchaser did not acquire, either legally or equitably, any title to the undivided one-fifth part of the property, but only an equitable right to stock in the company formed, the legal title thereto to be consummated when the corporation should be organized and the stock issued, and that neither he, nor a purchaser from him, could enforce a partition.</p> <p>2. Corporation—right of secretary to subscribe stock to, for parties agreeing to organize. Where the owners of undivided property agreed among themselves to form, immediately, a special partnership to improve the same until a charter could be procured and an organization made thereunder, when the property was to be conveyed to such corporation, and each owner was to take stock in proportion in the property thus to be conveyed, it was held, that upon the formation of the contemplated corporation, and a conveyance of the legal t