BROWN v. CRUCE et al.

BROWN v. CRUCE et al.
1914 OK 512
143 P. 1154
44 Okla. 192
Case Number: 3954
Decided: 10/27/1914
Supreme Court of Oklahoma

BROWN
v.
CRUCE et al.

Syllabus

¶0 CORPORATIONS--Partnership--Authority for Organization--Officers and Stockholders of Corporation--Liability as Partner--"Educational Corporation." A private corporation, promoted "to collect, arrange, classify, and display at the Jamestown Exposition the agricultural, horticultural, mineral, manufacturing, and other divers resources of the state of Oklahoma," is educational in its primary object, and was authorized to be formed under section 930 of the Statutes of 1893, as amended by the act of March 3, 1903 (Sess. Laws 1903, c. 9, art. 1, sec. 1), providing that private corporations may be formed for the purpose of "mining, manufacturing, and other industrial pursuits, * * * literary, educational, scientific and historical associations." Neither the stockholders nor the officers and directors of such corporation are liable as partners for its debts.

Fred Ptak and Paul P. Pinkerton, for plaintiff in error.
Ledbetter, Stuart & Bell, for defendants in error.

BREWER, C.

¶1 This is a suit filed by Stephen Brown, as plaintiff, in the district court of Oklahoma county, against Lee Cruce and a score of other individuals as defendants, who, it is alleged, were the organizers and stockholders of a corporation known as the "Oklahoma Jamestown Exposition Company," but that for the reason that the statutes did not, at the time, authorize the formation of a corporation for the purposes expressed in the charter of this one, the incorporators were general partners, and answerable individually for any indebtedness contracted by the pretended corporation. The defendants below demurred to the petition, and the same was sustained by the court, from which order the plaintiff prosecutes this appeal. The questions involved in this case are identical with those involved in Watton v. Cruce et al., ante, 143 P. 1152, in which case it is said in the syllabus:

"A private corporation, promoted to 'collect, arrange, classify, and display at the Jamestown Exposition the agricultural, horticultural, mineral, manufacturing, and other divers resources of the state of Oklahoma,' is educational in its primary object, and was authorized to be formed under section 930 of the Statutes of 1893, as amended by the act of March 3, 1903, providing that private corporations may be formed for the purpose of 'mining, manufacturing, and other industrial pursuits, * * * literary, educational, scientific and historical associations.' Neither the stockholders nor the officers and directors of such corporation are liable as partners for its debts."

¶2 The decision in the case quoted from controls the decision here, and this results in an affirmance of the case.

¶3 By the Court: It is so ordered.