Baer v. Waseca Milling Company , 143 Minn. 483 ( 1919 )

Action against a South Dakota corporation, authorized to do business in this state, to compel the transfer upon the books of the corporation of certain shares of its capital stock which plaintiff purchased of the person to whom the corporation had issued the same. The answer alleged as one defense that the court had no jurisdiction of the subject matter of the action. And as a further defense alleged that plaintiff's assignor had never paid for the stock; that its par value was $10,000; and "under and by virtue of the statute of the state of South Dakota and the by-laws passed pursuant thereto the defendant has a lien upon all the stock until the same is paid in full and no stock can be or is entitled to transfer on the books of said company until paid for in full and all liens satisfied." Plaintiff moved that the part quoted be made more definite and certain and the by-laws referred to, be set out in full, as well as the date of the passage thereof. The court granted the motion and required defendant within ten days from the date of the order to serve an amendment to the answer, setting out either in words or substance the by-law referred to and the date of its passage. The appeal is from this order.

Orders requiring a pleading to be made more definite and certain rest largely in the discretion of the trial court. Young v. Lindquist, 126 Minn. 414, 148 N.W. 455. If it be necessary to plead the existence of the by-law, there surely was no abuse of discretion in requiring defendant to set forth its substance and date of adoption. It cannot be presumed that a transferee of stock in a corporation has knowledge of the corporation by-laws.

The case of Guilford v. Western Union Tel. Co. 59 Minn. 332,61 N.W. 324, as we read it, sustains the proposition that the courts of this state have jurisdiction to grant the relief asked by plaintiff. The relief does not involve the exercise of visitatorial powers or the management of the internal affairs of the corporation. It merely involves whether a citizen of this state, who has bought stock from one to whom the corporation has issued it, is entitled to have it transferred on the books of the corporation. The corporation is duly licensed to do business in this state. If there is any amount due the corporation from the seller of the stock which is a lien thereon, the courts of this state should have no difficulty in protecting and enforcing the same as against the holder of the stock.

Order affirmed.