{
  "id": 8651453,
  "name": "ANTIETAM PAPER COMPANY v. CHRONICLE PUBLISHING COMPANY et al.",
  "name_abbreviation": "Antietam Paper Co. v. Chronicle Publishing Co.",
  "decision_date": "1894-09",
  "docket_number": "",
  "first_page": "143",
  "last_page": "146",
  "citations": [
    {
      "type": "official",
      "cite": "115 N.C. 143"
    }
  ],
  "court": {
    "name_abbreviation": "N.C.",
    "id": 9292,
    "name": "Supreme Court of North Carolina"
  },
  "jurisdiction": {
    "id": 5,
    "name_long": "North Carolina",
    "name": "N.C."
  },
  "cites_to": [
    {
      "cite": "96 N. C., 298",
      "category": "reporters:state",
      "reporter": "N.C.",
      "case_ids": [
        8650075
      ],
      "opinion_index": 0,
      "case_paths": [
        "/nc/96/0298-01"
      ]
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  "last_updated": "2023-07-14T20:29:52.252220+00:00",
  "provenance": {
    "date_added": "2019-08-29",
    "source": "Harvard",
    "batch": "2018"
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  "casebody": {
    "judges": [],
    "parties": [
      "ANTIETAM PAPER COMPANY v. CHRONICLE PUBLISHING COMPANY et al."
    ],
    "opinions": [
      {
        "text": "Shepherd, C. J.:\nThis is a creditor\u2019s bill brought for the purpose of collecting the assets of The Chronicle Publishing Company, and applying the same to the claims of its various creditors. The receivers appointed by the Court having sold the property of the said defendant, and there now being in their hands the proceeds of such sale, it become necessary to determine the claims of the several creditors to the said fund.\n1. We are clearly of the opinion that the mortgage to Josephus Daniels was properly executed under the Act of 1893, chapter 95, and the only point made against the validity of the said mortgage which seems to be seriously insisted upon, that it was not authorized by a regular general meeting of the stockholders. The mortgage was made pursuant to a resolution of a majority of the stockholders at a meeting held by them on the 19th of March, 1892, which was not \u201c a regular general meeting.\u201d It is well settled that corporations, other than railroad corporations, have a general power to mortgage their property, unless there is some provision in their charters expressly prohibiting or regulating this right. \u201cThe right to mortgage is a natural result of the right to incur an indebtedness.\u201d Cook on Stock and Stockholders, 760 \u2014 779. Even where the charter provides as to how the assent of the stockholders is to be given, and this is not strictly followed, \u201c such a provision is regarded as intended for the protection and security of the stockholders, and in the absence of fraud and objection upon their part, defects in the proceeding by which the assent is given cannot be made to invalidate the mortgage, unless they are of such a substantial character that the giving of the assent cannot be inferred. * * * Other corporate creditors cannot raise this objection to the mortgage.\u201d Cook, supra, note 2, and the authorities cited. In the case before us there is no objection on the part of any stockholder, and, according to the principles above stated, we must hold that the mortgage in question is valid, so far as this action is concerned.\n2. Several of the creditors claimed priority over the above mentioned mortgagee under section 1255 of The Code. They insist that the articles in question (paper, ink, gas, a cut of Santa Claus, and the like) are \u201c materials furnished \u201d within the above provision. Without discussing the various authorities cited on the argument, we are content to adopt the construction placed upon the statute by this Court in Bank v. Manufacturing Co., 96 N. C., 298. The Court said: \u201cWe are disposed to concur in the view of counsel for the appellant Hall, that the section, so far as it relates to claims for labor performed or material furnished, pursuing very nearly the words used in section 1781, was designed by its disabling effect to more effectually secure the liens given by the Constitution to the laborer (Art. X, see. 4), and the statute extending the lien to materials furnished. But the lien is further extended to torts, and compensation is provided against any alienation attempted to defeat the claim.\u201d After holding that, under the circumstances of that case, machinery or other articles purchased abroad and used in putting up a mill \u201c or facilitating its workings afterwards\u201d was not within the act, Smith, C. J., remarked that \u201c the consequences would be pernicious and destructive of all fair and safe dealings with corporations, if a secret lien, founded upon a sale by a distant creditor, of which a person had no information or means of information provided by law, could be set up as paramount to his demand, and unless imperatively demanded, such a construction ought not to be put upon an enactment as will lead to this result.\u201d\nWe have examined the numerous authorities to which we have been referred by counsel, but they do not, in our opinion, sustain the contention that the articles furnished by the appellants are embraced by the statute. We do not deem it necessary to enter into a general discussion of the subject. It is sufficient to say that these articles, which in no sense are attached to or enhance the value of the property, cannot be considered as within the spirit or letter of the act.\nThe order as to the cost was, in this case, within the discretion of the Court.\nAffirmed.\nAppeal of defendant Sadler in same case.\nFor the reasons given in the foregoing appeal, the judgment is affirmed.",
        "type": "majority",
        "author": "Shepherd, C. J.:"
      }
    ],
    "attorneys": [
      "Messrs. J. W. Hinsdale and Armistead Jones, for plaintiff.",
      "Messrs. Haywood & Haywood and G. M. Busbee, for defendant Holt.",
      "Messrs. Strong & Strong, for defendant Raleigh Paper Mills.",
      "Messrs. R. 0. Burton and W. N. Jones, for defendant Daniels."
    ],
    "corrections": "",
    "head_matter": "ANTIETAM PAPER COMPANY v. CHRONICLE PUBLISHING COMPANY et al.\nCorporation Mortgage, Validity of \u2014 Priority of Claims for Materials Furnished a Corporation Over Previous Mortgage.\n1. Corporations other than railroad companies have a general power to mortgage their property, unless prohibited by some provision in the charter, the right to mortgage being a natural result of the right to incur an indebtedness.\n2. A mortgage executed by a corporation pursuant to a resolution adopted by a majority of the stockholders at a meeting which was specially called, but was not a \u201cregular general meeting,\u201d is valid against creditors of the corporation other than the mortgage creditors.\nS. In the absence of fraud and of objection on the part of the stockholders, defects in a proceeding by which the assent of the stockholders is given, cannot invalidate the mortgage unless they are of such a substantial character that the giving of the assent cannot be inferred.\n4. Materials furnished to a corporation which in no sense attach to or enhance the value of the property, do not, under the provisions of section 1255 of The Code, have priority as to lien over a'previously recorded mortgage.\nThis was a creditor\u2019s suit, tried before Hoke, J., and a jury, at April Term, 1894, of Wake Superior Court. It was brought for the purpose of collecting the assets of the Chronicle Publishing Company, and having the proceeds of the same distributed among its creditors according to their respective priorities.\nThe main questions involved were the validity of the mortgage executed by the defendant corporation to Josephus Daniels, and the preference claimed by certain creditors, who had furnished supplies consumed, in the operations of the company, over the mortgage, under section 1255 of The Code. The verdict and judgment sustained the validity of the execution of the mortgage, and his Plonor adjudged that the claims of the \u201cmaterial\u201d creditors were not entitled to the priority claimed.\nThe plaintiffs and defendants, except Daniels, appealed, and both appeals were considered together.\nMessrs. J. W. Hinsdale and Armistead Jones, for plaintiff.\nMessrs. Haywood & Haywood and G. M. Busbee, for defendant Holt.\nMessrs. Strong & Strong, for defendant Raleigh Paper Mills.\nMessrs. R. 0. Burton and W. N. Jones, for defendant Daniels."
  },
  "file_name": "0143-01",
  "first_page_order": 163,
  "last_page_order": 166
}