IV IN PART A SELECTION FROM CASES ON PRIVATE CORPORATIONS BY JEREMIAH SMITH Story Professor of Law in Harvard University SECOND EDITION EDITED BY BRUCE WYMAN CAMBRIDGE HARVARD LAW REVIEW ASSOCIATION 1905 Copyright 1901, 1902, BY JEREMIAH SMITH, The Riverside Press: ELECTROTYPED AND PRINTED BY H. O. HOUGHTON AND CO. CAMBRIDGE, MASS., U. S. A. CHAPTER IV. CONSOLIDATION. SECTION I. - WITHOUT CENTRAL INCORPORATION. A. POOLING AGREEMENT. WHITTENTON MILLS v. UPTON. SUPREME COURT OF MASSACHUSETTS, 1858. [10 Gray, 582.] PETITION by a manufacturing corporation to set aside proceedings in insolvency, instituted against the corporation and William Mason, as partners, upon Mason's petition; also to restrain the assignees appointed under those proceedings from further interfering with their estate; and to compel the judge of insolvency to entertain a petition of the corporation for the benefit of the insolvent laws respecting insolvent corporations. The following facts appeared by the report of a special master in chancery: The Whittenton Mills were incorporated by Statute 1836, chapter 19, for the purpose of manufacturing cotton goods. Before 1850, an agreement of copartnership was entered into between the Whittenton Mills and W. Mason. This partnership, under the firm name of William Mason & Company, carried on an extensive business in the manufacturing of machinery for cotton mills; afterwards adding the business of manufacturing locomotive engines. Mason contributed to the copartnership nothing but his skill and patent rights. The Whittenton Mills contributed all the capital required. In 1857 the Whittenton Mills, which had continued the business of manufacturing goods, and the said firm of William Mason & Company, both bebecame insolvent. Prior to that time the general agent of the Whittenton Mills represented to third persons, with whom the firm of William Mason & Company were dealing, that the corporation was a member of the partnership. The nature of the business in which Wm. Mason & Co. were engaged, and the manner of conducting it, were throughout known to all the officers of the corporation; and to all the stockholders except one, who was the owner of four shares from the time of the organization until 1854, when he transferred them to one of the other stockholders. 150599 |