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# IS A PECULIAR CASE.
# FIRM OF DAN HEAD & CO. NOT A CORPORATION.
# WHAT LAWYERS SAY ABOUT IT
Attorneys Norman Baker and James Cavanagh Talk About the Legal Aspect of the Bank's Affairs.- How to File Claims.
Quite a sensation was sprung Friday afternoon by Attorney Norman Baker when he drew up a statement of the legal aspect of the affairs of the Dan Head & Co. bank. The case concerning this institution is a very peculiar one, and one upon which the supreme court of the state would be compelled to pass in case much litigation grew out of the condition of affairs. It will be greatly to the best interests of not only the stockholders, but the depositors as well, to avoid as far as may be, all litigation, for the reason that it could result in little more than the dissipation of the assets of the institution, while the carrying out of the present assignment will close the bank's affairs up at a nominal cost and save just that much to the creditors. Then again, claims may be filed against the bank in such a way as to waive no rights any depositor may have with reference to holding the stockholders individually liable for the full amount of their claims. In order to get this story all straight and in order, it will be necessary to begin here by quoting the statement made by Mr. Baker. The statement runs about as follows:
Mr. Baker's Statement.
"Dan Head & Co. assigned as a corporation under the general laws of Wisconsin. Their only claim to corporate existence is founded upon chapter 113 of the laws of 1874, repealed, by the revision of 1878. Under this law they attempted to incorporate, to receive deposits, make discounts and do a general banking business. But that law did not purport to authorize incorporation for any such purposes. Even if it did the law would have been void, for the constitution of Wisconsin provides that the legislature shall not have power to create, authorize or incorporate, either by general or special law, any corporation with banking powers and privileges, without first submitting that law to the voters of Wisconsin and receiving their approval of it. The law was not submitted to the people. Therefore, their pretended incorporation under the law is void; and they cannot claim any of the privileges or exemptions of a corporation. Had their incorporation been authorized by that law, there would be no personal liability on the part of the stockholders but as it is, they are all liable as partners, to the full extent of their property. However, it appears that they do not recognize this personal responsibility and will endeavor to prevent its enforcement. They have assigned their property as 'a corporation under the general laws of Wisconsin,' and when the creditors have filed their claims-accepted the assignment and participated in its benefits-they will be estopped to deny the due incorporation of the company. They must be satisfied with what dividends the property assigned will make."
What the Law Is.
The law quoted by Mr. Baker in the above statement and under which this bank organized, reads in the most interesting section as follows:
"SECTION 1. Five or more adult persons living in any county of this state may organize themselves into an association or corporation for one or more or all of the following purposes to carry on the following business: The mercantile, manufacturing, lumbering, transportation, shipping, commission, elevator or warehouse business, or the business of loaning money on securities or otherwise, dealing in all kinds of property by buying, selling or exchanging the same, the business of insurance of any kind among the members of such corporation, and to carry on any other lawful trade or business, provide for the mutual support of its members, in case of sickness or poverty, to establish and maintain hospitals or other institutions for the education or maintenance of orphan children, and for the care and relief of the sick, infirm or the homeless and for any other charitable purpose."
Another section pertinent to the case in hand is section 4 of this same law. This section provides that a verified copy under oath of the articles of incorporation by two of the persons signing such articles shall be recorded in the office of the register of deeds, etc. This last section quoted is broughtin for the purpose of alluding to the fact that instead of filing a veriñed copy nnder oath of the articles, the original articles themselves were filed. In criminal matters an original paper filed would have just so much greater weight than a copy would have, but in a civil matter like this there is a question as to what a court would say of it. But according to Mr. Baker's statement this law was repealed by the revision of 1878. This, it is thought, would operate to dissolve the corporations organized uuder that law, which
