Hennegan v. Nunner

Epitomized Opinion

Action for dissolution of partnership and appointment of receiver wherein Edward K. Hennegan was plaintiff and Geo. Nunner et al were defendants. Plaintiff and defendants were all subscribers to the capital stock of a proposed corporation, the United Metal Stamping and Radio Co. After several preliminary steps to incorporate were taken, the business was conducted in a corporate character, but the statutory requirement that when 10 per cent of the capital stock is subscribed, the subscribers shall so certify to the Secretary of State was not complied with, and no officers or directors were chosen. This action was based on the theory that since the statutory requirements were not complied with, no corporation came into existence and that the status of the company was that of a co-partnership. On the motion for a receiver, the Common Pleas held:

Plaintiff and defendant never intended to enter into a partnership, but did in good faith undertake to organize a corporation 'and for several months held themselves forth as a corporation. Since there are no financial 'difficulties, to take the business out of defendants’ hands merely because certain statutory provisions in the formation of corporation were not followed, would be an unnecessary hardship. Motion overruled.