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eBook details

• Title: Merrimac Chemical Co. v. Moore
• Author : Supreme Court of Minnesota
• Release Date : January 26, 1932
• Genre: Law,Books,Professional & Technical,
• Pages : * pages
• Size : 69 KB

Description

RUGG, C. J. This is an action of contract upon a written guaranty. The case was referred to an auditor, whose findings of fact were by stipulation of parties to be final. The auditors report set forth these facts: The plaintiff, a corporation organized under the laws of this commonwealth, has been for many years engaged in the business of manufacturing and selling chemicals. The plaintiff owned all the capital stock of the Anderson Chemical Company, also organized under the laws of this commonwealth, which in 1925 took over the assets and business of a New Jersey corporation of the same name and continued to supply its customers. Thereafter the offices of the plaintiff and the Anderson Chemical Company were at 148 State street, Boston, on different floors. Some individuals were officers in both corporations. The manufacturing and shipping for the Anderson Chemical Company were done in a separate section of the plaintiffs works at Everett. The New Anderson Chemical Company in March, 1926, sent notice to the customer of the older company of the same name, including the Mellenville Product Corporation, that it had acquired the assets of the older company, that its manufacturing would thereafter be done at Everett, that it was a subsidiary of the plaintiff; and that it was prepared to give better service than ever before, as it had all the additional benefits of its parent company, the plaintiff, behind it. This information came to the defendant, who was an officer, stockholder, and the largest creditor of the Mellenville Products Corporation and interested in its affairs. By instrument dated October 1, and executed on October 15, 1926, the Anderson Chemical Company transferred its business, the right to its corporate name, and all its legally assignable assets to the plaintiff. Assets not legally assignable were to be held for the benefit of the plaintiff. No question is made as to the validity of this instrument. After its execution the Anderson Chemical Company did not manufacture or sell, although it continued to exist as a corporation. The plaintiff continued to receive orders from customers of the Anderson Chemical Company and to fill them from its Everett plant, and to manufacture goods therefor, all on its own account. The offices and office force of the Anderson Chemical Company and the manufacturing of what had formerly been its product were continued as the Anderson Division of the Merrimac Chemical Company and were carried on by the plaintiff. Although no concealment was made of these changes, they were not communicated to the defendant or as to the Mellenville Products Corporation prior to the execution of the guaranty.

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