tween the two cases. The maker and manufacturer of these goods, according to the plain sense and common understanding of those words, is he who manufactures the articles upon which the print is impressed. . . . He who merely puts the stamp upon the goods is not the maker or manufacturer within the common meaning of these words, upon the plain construction of which I can entertain no doubt." A trade mark representing that certain persons were "manufacturers" of plated spoons and forks was held to contain no substantial misrepresentation, it appearing that those persons superintended the manufactory, di rected as to the style and quality of the goods, and had the general supervision of the manufacturing and sale thereof. "Such representation . was in an important sense true. All that the public or the trade cared to know was that the goods were the production of their skill and experience." Meriden Britannia Co. v. Parker, 39 Conn. 450. Taxation.-One who slaughters hogs and converts the flesh into bacon, lard, etc., is taxable as a manufacturer. Engle . Sohn, 41 Ohio St. 691. The court said: "The occupation of the defendants in error was, we think, essentially that of manufacturers. By the By the use of tools, implements and mechanical devices; by subjecting the slaughtered animals to divers processes, running, some of them, through several months; by a combination with various materials and ingredients requiring skill, care and attention, products were obtained in the form of pork, lard and cured meats, to which may appropriately be applied the term 'manufactured articles.' The original substance. though not destroyed, was so transformed through art and labor that without previous knowledge it could not have been recognized in the new shape it assumed, or in the new uses to which it was applied. One who produces such results may as correctly be designated a manufacturer as he who buys lumber and planes, tongues, grooves, or otherwise dresses the same; or as he who by a simple process makes sheets of batting from cotton; or as he who buys fruit and preserves the same by canning-all of whom have been held to be manufacturers and taxed as such, under the Internal Revenue laws of the United States. 9 Int. Rev. Rec. 193; 5 Id. 18o; Int. Rev. Dec. 117, No. 171. And as to the article of ice, to which reference has been made in argument, he is not inappropriately termed a manufacturer who produces artificial ice by the method of vaporization and expansion. The dressed lumber, cotton batting, canned fruits and artificial ice, though but slightly changed from the original material, could not, we think, be properly classed as manufactured goods. Indeed, the term manufacture has been extended to include every object upon which art or skill can be exercised, so as to afford products fabricated by the hand of man, or by the labor which he directs. Curtis on Pat., § 74. These views, it may be urged, are in conflict with the decision of the court in Jackson v. State, 15 Ohio 652. The facts in that case appear to be meagerly reported. The appellant was a citizen of the State of Pennsylvania, 'engaged in the business of purchasing, slaughtering and packing pork for transportation and sale, at Columbus, Ohio. HITCHCOCK, J., was 'not prepared to say' that a person so engaged was a manufacturer within the meaning of the statute. We are, however, satisfied that if the facts had been the same as in the case at bar, if there had been in the year 1846 the same perfection in the art of packing and curing meats which has since been reached and now exists, Jackson would have been held to be a manufacturer and not a merchant." An ice cream confectioner is not a manufacturer so as to be exempted from taxation. City of New Orleans 7'. Manessier, 32 La. Àn. 1075. "We cannot assent to the proposition that a person making and selling ice cream is a manufacturer in the sense of the law, or in any other sense of the word. The attempt to magnify a confectionery, which is defendant's business, into a manufacture, must fail. We are told that anyone seeing the steam engine, complicated apparatus, and large force needed to produce defendants goods, would at once conclude that he is a manufacturer. With as much force it might be said that anyone visiting the mammoth kitchen of the Grand Union Hotel at Saratoga, together with their myriads of employes, and their colossal apparatus, would at once magnify the cooks and pantrymen into manufacturers." I. DEFINITION.--Literally speaking, a manufacturing corporation is a corporation engaged in the production of some article, thing or object, by skill or labor, out of raw material, or from matter which has already been subjected to artificial forces, or to which something has been added to change its natural condition.1 The meaning of the words are not always thus confined. however. Several of the States have enacted laws for the incorporation of manufacturing companies; and it is concerning corporations organized under these acts that this article will treat. 1. See People v. Knickerbocker Ice Co., 99 N. Y. 181; 9 Am. & Eng. Corp. Cas. 418. Dock Company.-A corporation created by chapter 170 N. Y. Laws of of 1843, "for the purpose of constructing, using and providing one or more dry docks or wet docks or other convenient structure for building, raising and repairing and coppering vessels and steamers of every description," is not a manufacturing company. People v. New York Floating Dry Dock Co., 63 How. N. Y.) 451; 92 N. Y. 487; 1 Am. & Eng. A mining corporation is not a manufacturing corporation within Mass. St. 1862, ch. 218, defining and regulating the enforcement of the liabilities of officers and stockholders of manufacturing corporations. Byers v. Franklin Coal Co., 106 Mass. 131. A corporation organized under the laws of Utah for the purposes of conducting a general mining business in all its branches, mining ore and manufacturing it into bullion, which was first An aqueduct company is not a manufacturing corporation. facturing corporation. Dudley v. Jamaica Pond Aqueduct Co., 100 Mass. 183. II. ORGANIZATION-1. What Companies May be Formed Under Manufacturing Acts.-The manufacture of lumber, flour and meal, is within the meaning of an act authorizing the formation of corporations for manufacturing, agricultural, mining or mechanical purposes. And the gathering, storing and vending of ice is a manufacturing business within the meaning of such a statute.2 shipped to Chicago and smelted and refined, and then to the city of New York, where it was assayed, for which the company paid two per cent., and the receipts issued for the silver by the assay office were sold, and so much as were not used were transmitted to Utah and Chicago, is not engaged in "manufacturing within this State," so as to exempt it from taxation under the N. Y. act of 1881, ch. 361; People v. Horn Silver Mining Co., 105 N. Y. 76; 19 Am. & Eng. Corp. Cas. 210. A gas company, organized under chapter 37 N. Y. Laws of 1848, is a manufacturing company within the company within the meaning of the exemption contained in section 3, chapter 542, Laws of 1880. Nassau Gaslight Co. v. City of Brooklyn, 25 Hun (N. Y.) 567; 89 N. Y. 409. Oil Company.-A corporation organized under Mass. Gen. Stat., ch. 61, for the purpose specified in the articles of association, of "refining and preparing for use oil, coal and other minerals,' is a manufacturing corporation within the meaning of Stat. 1862, ch. 218 (which makes members of such corporations liable for corporate debts) without regard to what other purposes are also specified. Hawes v. Anglo-Saxon Petroleum Co., 101 Mass. 385. Printing and Publishing Company.A company incorporated for the purpose of carrying on the business of printing and publishing a daily newspaper and general jobbing, printing and publishing, whose capital is wholly employed in publishing a newspaper for circulation, is not a manufacturing company within the meaning of the exemption in the fourth section of the New Jersey act of 1884. But a company incorporated to "conduct and prosecute the business of book printing and job printing, engraving, electrotyping and lithographing," whose capital is invested in the prosecution of that business, and which manufactures on orders only, is a manufacturing company within the meaning of that section. State v. State Board of Assessors, 47 N. J. L. 36; 13 Am. & Eng. Corp. Cas. 403. See also supra, II 1,WHAT CORPORATIONS MAY BE ORGANIZED UNDER MANUFACTURING ACTS. 1. Cross 7. Pinckney ville Mill Co., 17 Ill. 54. But in Mohr v. Minnesota Elevator Co., 40 Minn. 343; 41 N. W. Rep. 1074; 27 Am. & Eng. Corp. Cas. 303, it was held that where the principal business of a corporation is the storing, buying and selling grain, building and operating grain warehouses, and as incidental, dealing in coal, lime and cement, and the manufacture of flour and feed which the corporation also engaged in formed but an extremely small part of the company's business, the corporation is not one which may be incorporated under the Minnesota statutes relative to the incorporation of companies for manufacturing or mechanical purposes. 2. Under a statute requiring the articles of association of a corporation to state distinctly and definitely the purpose for which the same is formed, articles setting forth that respondents and others are incorporated "for the purpose of putting up, packing and manufacturing for market Detroit river and lake ice, and distributing and selling the same," set forth a purpose such as the statute authorizes the formation of corporations to carry on; and it is not necessary to state the means or methods of manufacture. Atty. Gen. v. Lorman, 59 Mich. 157; 60 Am. Rep. 287. Compare People v. Knickerbocker Ice Co., 99 N. Y. 181; 9 Am. & Eng. Corp. Cas. 418. Ice companies, gas companies water companies intended to supply a city, respectively, with ice, gas and water, are within the meaning of Cal. act of 1853, providing for the formation of corporations for manufacturing etc. purposes, "or for the purpose of engaging in any species of trade or commerce, foreign or domestic." Heyneman v. Blake, 19 Cal. 579. Mercantile Corporations.-Pub. Acts But in Minnesota, no corporation can be organized under such an act except for an exclusively manufacturing or mechanical business.1 Stockholders in corporations cannot exempt themselves from the rule of personal liability properly applicable to them by organizing under a manufacturing act when it is evident from the character of the business transacted that but a trifling part of it is manufacturing, and that the primary object of the organization is the carrying on of business foreign to manufacturing.2 2. Compliance with Incorporation Law.-When the requirements prescribed by a general incorporation law as necessary to the incorporation of a manufacturing company have been complied with, and a certificate is recorded, the persons signing the same become a body corporate as effectually as if the franchise had been granted directly by the State.3 3. Capital Stock.-Capital stock is usually essential to the existence of a manufacturing corporation. The integral parts of such a corporation are at least three stockholders.5 In New York, the certificate as to the payment of the capital stock must be sworn to; a mere acknowledgment thereof is not sufficient.6 It is frequently allowed that stock may be issued for the Mich. 1881, No. 274, amending Public Acts 1875, No. 187, so as to include corporations for mercantile business, the title of the amended act being “An act for the incorporation of manufacturing companies," and being unchanged, is void as being in violation of const. Mich., art. 4, § 20, providing that no law shall embrace more than one object, which shall be set forth in its title. Eaton v. Walker (Mich.), 43 N. W. Rep. 638; 27 Am. & Eng. Corp. Cas. 310. 1. If the purpose for which a corporation is formed, as stated in its articles of association, is to carry on a manufacturing or mechanical business, and also some other and distinct kind of business not properly incidental to or connected with the former, it will belong to the class of corporations authorized to be formed under title 2, ch. 34, Minn. Gen. Stat. (§§ 109-119), although the articles recite that it is formed under the manufacturing act of 1873. State 2. Minnesota Thresher Mfg. Co., 40 Minn. 213; 27 Am. & Eng. Corp. Cas. 286. 2. Mohr v. Minnesota Elevator Co., 40 Minn. 343; 27 Am. & Eng. Corp. Cas. 303. 3. Hager v. Cleveland, 36 Md. 476. 4. But in Massachusetts it has been held not necessary in order to main pur tain an action on a demand against a company acting as a manufacturing corporation, that the plaintiff should prove that the corporation was organized and divided its stock, etc., conformably to the directions of Mass. Rev. Stat., ch. 38, §§ 4, 9, and ch. 44, § 3. It is, in general, sufficient to give in evidence the act of incorporation, and the actual use of the powers and privileges of an incorporated company, under the name designated in the act. Narragansett Bank 7'. Atlantic Silk Co., 3 Metc. (Mass.) 282. The subscribers for, and holders of, stock in a manufacturing corporation, which has been defectively organized, and transacted business under such defective organization, do not thereby become partners, general or special, in such business; and the records of such supposed corporation are not admissible against the members, as evidence of any agreement or understanding among them, as to their own rights and liabilities as members of a partnership, or of the extent of authority given to their general agent, as agent of a partnership. Fay . Noble, 7 Cush. (Mass.) 188. 5. Stone v. Flagg, 72 Ill. 397. 6. Brown v. Smith, 13 Hun (N. Y.) 408. chase of property, but this does not dispense with the necessity of filing a certificate of the payment of the whole of the capital stock; nor does it authorize the issue of stock in addition to the capital stock stated in the certificate of organization.2 But if the act contemplates payment of subscriptions in money, subscribers are not allowed to pay their subscriptions in property.3 Assessments on the stock can only be made in accordance with the provisions of the charter.4 III. POWERS—1. Mortgages. Manufacturing corporations generally possess the same power to mortgage their property as is given to other corporations. The particular property which 1. Brown v. Torrey, 10 J. & S. (N. Y.) I. Á and his associates, having been incorporated by act of the legislature, as a manufacturing corporation, met and agreed to accept the act, and fixed the proportions in which the shares should be distributed, and also agreed that the corporation should purchase certain lands of A, with the buildings and machinery thereon, then unfinished, but to be completed by A. The corporation was afterwards organized, and A conveyed the lands to them; but before he had finished the buildings and machinery, or had paid all the instalments on his shares, and before any certificate had been issued to him, he became insolvent, and proceedings in insolvency were instituted. Held, that the corporation had no lien on the shares of A, for sums expended by them, before or after he became insolvent, in finishing said buildings and machinery. Massachusetts Iron Co. v. Hooper, 7 Cush. (Mass) 183. 2. The provisions of section 2, of the New York act of 1853 (ch. 333 of the Laws of 1853), amending the act of 1848 (ch. 40 of the Laws of 1448), authorizing the formation of corporations for manufacturing and other purposes, does not authorize the issue of stock, in addition to the capital stock stated in the certificate of organization, and any increase thereof made pursuant to the act of 1848. It simply authorIt simply authorizes the payment for such stock in property necessary for the business of the company instead of in cash; and under its provisions the whole capital stock can be paid for in property, and when so paid for, the owner thereof is not liable to the creditors of the company under section 10 of the act of 1848. Schenck v. Andrews, 46 N. Y. 589. 3 The Pennsylvania act of July 18th, 1863, contemplates a payment of subscriptions in money; an arrangement whereby two of the original promoters put in certain real estate at a large advance on its cost, and are credited with the difference on account of stock, is invalid as against other stockholders. Bailey v. Pittsburgh etc. Co., 69 Pa. St. 334 4. A clause in the charter of a manufacturing corporation, "that the shares in said capital stock shall not be liable to assessment after the capital stock so fixed in amount as aforesaid has been paid in, except in equal proportions, and by the consent of the stockholders owning at least three fourths of the shares of the capital stock of the corporation," authorizes a further assessment of paid stock, only upon the basis that the cap ital stock, fixed in amount by the charter, has been subscribed for and actually paid in. Atlantic De Laine Co. v. Mason, 5 R. I. 463. Compelling Agent to Enforce Contribution. Where the proper agents of a manufacturing corporation, in New York, neglect to call in debts due by the stockholders, so as to enable it to pay its debts, a creditor of the corporation is entitled to a bill in chancery to compel such agents to enforce contribution from the stockholders according to their subscriptions. Briggs 7. Penniman, 8 Cow. (N. Y.) 395. 5. A mortgage given to a trustee for the benefit of all the creditors of the corporation, is valid. Astor v. Westchester Co., 33 Hun (N. Y.) 333; Carpenter v. Black Hawk Min. Co., 65_N. Y. 43; Lord v. Yonkers F. & G. Co., 99 N. Y. 547; Central G. M. Co. v'. Platt, 3 Daly (N. Y.) 363. When about to sell its real estate a manufacturing corporation may advance money to the purchaser for the erection of buildings, and take a mort |