Branch-Crookes Saw Co. - Stock Certificate

Stock. Printed by Stephens Litho. & Eng. Co. St. Louis.

In 1876, Joseph W. Branch entered into an agreement with two persons, named Schulte and Fosburg, for the purpose of carrying on the business of manufacturing saws. The substance of this agreement is as follows: Branch was always to own the entire capital, Schulte and Fosburg were to receive a certain sum of money and five per cent of the profits, as their salary. Fosburg and Schulte were only in the employ of Joseph W. Branch, who owned the entire assets of the concern, and who adopted the name of Branch, Crookes & Co., as his trade-name, for the purpose of carrying on the particular business contemplated by this arrangement. Mr. Branch, at that time, and for a long time thereafter, was largely interested in many other kinds of business. In 1880, while the arrangement aforesaid was in existence, Mr. Branch borrowed $8,000 of the bank, and gave his own note therefor, signed by himself, individually, as maker, and by his trade name of Branch, Crookes & Co., as indorser. The proceeds of this first note were used by Mr. Branch in other business than that conducted by him in the name of Branch, Crookes & Co. Neither Schulte nor Fosburg ever had any knowledge of the note, or the indebtedness represented by it, until some time after the corporation was formed. The officers of the bank say that they believed at that time that Branch owned the entire business of Branch, Crookes & Co., and that he alone was doing business under that name; that both names were used on the note, because of a rule of their bank, that all discounted paper must have two names upon it.

This indebtedness ran along, being renewed every three months, by giving a new note, from November 15,1880, until October 1, 1886. During these years the note was renewed in all cases with Joseph W. Branch and his other name, Branch, Crookes & Co., either maker or indorser, and no other names were on the paper. In July, 1886, the corporation, "Branch-Crookes Saw Company," was organized under and pursuant to the laws of the state of Missouri governing manufacturing and business companies. The capital of the corporation was fifteen hundred shares of the par value of $100 each. Schulte subscribed for, and took, one hundred shares; Fosburg, fifty shares; J. C. Branch, fifty shares; Medairy, one share, and Joseph W. Branch, the remainder. When the corporation was formed it took a transfer to itself of that part of the property of Joseph W. Branch which, before that time, he had owned in connection with the business carried on by him under the trade-name of Branch, Crookes & Co., and the corporation issued its stock in consideration of that transfer. There was no agreement made at the time requiring the corporation to pay the debts of Mr. Branch, or even those obligations of his outstanding, in connection with the business of Branch, Crookes & Co. (From the Reports of Cases Determined in the Supreme Court of the State of Missouri, F.M. Brown, 1891)

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