corporation rule in Wisconsin

1988The court in Ruppa cited the United States Supreme Court decision in Anderson v. Abbott, 321 U.S. 349 , reh’g denied 321 U.S. 804 (1944), for the following proposition: *477 "[L]imited liability for members of a corporation is the rule, not the exception.

1979Although courts have made exceptions under some circumstances, this has been done where applying the corporate fiction 'would accomplish some fraudulent purpose, operate as a constructive fraud, or defeat some strong equitable claim.’ Those who are responsible for the existence of the corporation are, in those situations, prevented from using its separate existence to accomplish an unconscionable result.” In Anderson v. Abbott, 321 U.S. 349 (1944), the United States Supreme Court stated that limited liability for *645 members of a corporation is the rule, not the exception.

1927Continuing, .the opinion reads: “The liability prescribed by sub. (3), sec. 180:06,-Stats., is of the same character as the common-law liability imposed, upon incorporators and stockholders acting for the corporation before it attains legal existence, and suit brought against the corporation on a claim incurred by the stockholders before twenty per cent, of the stock is paid in estops the claimant from thereafter enforcing the liability of the stockholders.” See, also, Clausen v. Head, 110 Wis. 405 , 85 N. W. 1028 , 84 Am.

1927Continuing, .the opinion reads: “The liability prescribed by sub. (3), sec. 180:06,-Stats., is of the same character as the common-law liability imposed, upon incorporators and stockholders acting for the corporation before it attains legal existence, and suit brought against the corporation on a claim incurred by the stockholders before twenty per cent, of the stock is paid in estops the claimant from thereafter enforcing the liability of the stockholders.” See, also, Clausen v. Head, 110 Wis. 405 , 85 N. W. 1028 , 84 Am.

1988Exceptions to that general rule were made, said the court, when public policy demand[ed] it, when fraud was involved, and when there was an obvious inadequacy of capital, 'measured by the nature and magnitude of the corporate undertaking.’” 91 Wis. 2d at 644 -45 (citing Anderson, 321 U.S. at 362 ).

1988The court in Ruppa cited the United States Supreme Court decision in Anderson v. Abbott, 321 U.S. 349 , reh’g denied 321 U.S. 804 (1944), for the following proposition: *477 "[L]imited liability for members of a corporation is the rule, not the exception.

1961The increased use of corporate organization for very small businesses in the present day may make the generalization less of a certainty than the legislature supposed it to be in 1878, but “the classification made by the legislature is presumed to be valid unless the court can say that no state of facts can reasonably be conceived that would sustain it.” 14 “For many purposes corporations may be put into one classification and individuals into another without violating constitutional guaranties of equality.” 15 By the Court. — Judgment reversed, with directions to dismiss the complaint with co

1961The increased use of corporate organization for very small businesses in the present day may make the generalization less of a certainty than the legislature supposed it to be in 1878, but “the classification made by the legislature is presumed to be valid unless the court can say that no state of facts can reasonably be conceived that would sustain it.” 14 “For many purposes corporations may be put into one classification and individuals into another without violating constitutional guaranties of equality.” 15 By the Court. — Judgment reversed, with directions to dismiss the complaint with co

1950Ed. 760 , in which it affirmed the decision of the supreme court of Missouri, reported in 218 Mo. 1 , 116 S. W. 902 , which upheld the penalty of fine and ouster imposed on the corporation for violation of the state’s antitrust laws. *267 The plaintiff has given considerable time and space to attacking the order of the trial court requiring its original complaint to be made more definite and certain, contending that the order was an abuse of discretion.

1950Ed. 760 , in which it affirmed the decision of the supreme court of Missouri, reported in 218 Mo. 1 , 116 S. W. 902 , which upheld the penalty of fine and ouster imposed on the corporation for violation of the state’s antitrust laws. *267 The plaintiff has given considerable time and space to attacking the order of the trial court requiring its original complaint to be made more definite and certain, contending that the order was an abuse of discretion.

1950If it was so, an appeal from it would lie (Crowley v. Hicks (1898), 98 Wis. 566 , 74 N. W. 348 ), but no appeal was taken.

1950If it was so, an appeal from it would lie (Crowley v. Hicks (1898), 98 Wis. 566 , 74 N. W. 348 ), but no appeal was taken.

1936Thus construed, the allegation sufficiently alleges the existence of a contract between the Priebes and the corporation by which it assumed Priebes’ liabilities under the bonds; and, in as much as that contract is, in effect, for the benefit of the 'bondholders as third persons, they are entitled to enforce performance thereof by the corporation under the rule adopted in Tweeddale v. Tweeddale, 116 Wis. 517 , 93 N. W. 440 .

1936Thus construed, the allegation sufficiently alleges the existence of a contract between the Priebes and the corporation by which it assumed Priebes’ liabilities under the bonds; and, in as much as that contract is, in effect, for the benefit of the 'bondholders as third persons, they are entitled to enforce performance thereof by the corporation under the rule adopted in Tweeddale v. Tweeddale, 116 Wis. 517 , 93 N. W. 440 .

1927Pratt v. Oshkosh Match Co. 89 Wis. 406 , 62 N. W. 84 .

1927Pratt v. Oshkosh Match Co. 89 Wis. 406 , 62 N. W. 84 .