MCA Chapter 39

in effect

Miss. Code Ann. § 11-39-1 To what cases applicable.

The remedy by information in the nature of a quo warranto shall lie, in the name of the state, against any person or corporation offending in the following cases, viz.: First.— Whenever any person unlawfully holds or exercises the functions of any public office, civil or military, or franchise, or any office in any corporation, city, town, or village, and to try the right to any such office. Second.— Whenever any public officer has done or suffered to be done, or has omitted to do any act, the doing or omission of which works a forfeiture of office. Third.— Whenever any two or more persons shall act as a corporation, or assume so to do without being legally incorporated. Fourth.— Whenever any corporation shall be guilty of a misuser or abuse of its powers, or ceases to discharge the duty for which it was created. Fifth.— Whenever any corporation willfully exercises powers not conferred by law. Sixth.— Whenever any corporation fails to exercise powers conferred by law and essential to its corporate existence, or implied in its duty to the public. Seventh.— Whenever any corporation shall be guilty of doing or neglecting to do any act the doing or neglecting of which is made by law a cause of forfeiture of franchise. Eighth.— Whenever any corporation shall willfully and persistently violate the law made for regulating such corporations, or the criminal law; but acts done in good faith before adjudication of the constitutionality of a doubtful statute shall not be cause of forfeiture. Ninth.— Whenever it is sought to have the right of any corporation, not created by the laws of this state, to do business in this state forfeited because of its persistent refusal to comply with the laws thereof. Tenth.— Whenever any nonresident alien or corporation shall acquire or hold lands contrary to law.

Miss. Code Ann. § 11-39-3 Proceedings.

The proceedings in the cases set forth in Section 11-39-1 shall be by complaint, in the name of the state, by the Attorney General or a district attorney, on his own motion or on relation of another, and, in a case to try the right to an office, on the relation of the claimant thereof. The complaint shall be filed in the circuit court of the county of the residence of the defendant; or, in the case of an officer, where he acts as such; or, in case of a corporation or pretended corporation, where its principal office or place of business may be or where it may transact any business and has an agent; or, in case of an alien or corporation acquiring or holding land contrary to law, where any of the land is situated.

Miss. Code Ann. § 11-39-5 Trial of right to office.

In case the proceedings be on the relation of a person claiming to be entitled to an office, the ground of his claim shall be stated by proper averment, and judgment shall be rendered according to the rights of the respective claimants; and, if it be in favor of the relator, he shall be entitled to the office on qualifying according to law, and may recover of the defendant in an action all damages that may have accrued in consequence of withholding the office from him.

Miss. Code Ann. § 11-39-7 Form of complaint against corporation.

For convenience and certainty, the complaint, if against a corporation, shall set out briefly the causes of forfeiture. It may be in the form following, to-wit: “State of Mississippi, Circuit Court, term, County of . A.D. , “The State of Mississippi, by A B, district attorney for the judicial district of the state, of his own accord (or on the relation of C D, as the case may be) gives the court here to understand and be informed that the corporation of has forfeited all right to exercise any of the franchises and privileges granted it in this, to-wit (set out the causes of forfeiture). “Wherefore, the State of Mississippi, by said district attorney, prays judgment of forfeiture and ouster against said corporation.” Click to view And in all other cases the complaint shall be in form substantially the same as near as may be, conforming to the state of case.

Miss. Code Ann. § 11-39-9 Form of complaint against individuals.

If the complaint be filed against persons exercising corporate franchises without authority, the following language may be used after the word “informed,” to-wit: “That certain persons (naming them) have for months last past used, and still do use, the following liberties and franchises without lawful authority, to-wit: (set out the franchises), which said franchises and privileges the said have usurped, and still do usurp. “Wherefore the State of Mississippi, by said district attorney, prays that they may be debarred of such rights.” Click to view

Miss. Code Ann. § 11-39-11 Repealed.

Repealed by Laws of 1991, ch. 573, § 141, eff from and after July 1, 1991. [Codes, 1857, ch. 35, art. 16; 1871, § 1496; 1880, § 2589; 1892, § 3525; 1906, § 4022; Hemingway’s 1917, § 3017; 1930, § 3058; 1942, § 1125]

Miss. Code Ann. § 11-39-13 Summons.

After the complaint has been filed, summons shall be issued as required by the Mississippi Rules of Civil Procedure.

Miss. Code Ann. § 11-39-15 Court or judge may make certain orders.

During the pendency of the action, the court, or judge in vacation, may make all proper orders for preventing damage or injury to the plaintiff before the case is decided.

Miss. Code Ann. § 11-39-17 Repealed.

Repealed by Laws of 1991, ch. 573, § 141, eff from and after July 1, 1991. [Codes, 1857, ch. 35, art. 14; 1871, § 1496; 1880, § 2592; 1892, § 3528; 1906, § 4025; Hemingway’s 1917, § 3020; 1930, § 3061; 1942, § 1128]

Miss. Code Ann. § 11-39-19 Judgments against defendants.

If it be found on the trial of an information that a corporation has forfeited its charter, judgment of ouster from the franchises shall be given, and that it be dissolved; and if it be found, on trial, that persons claiming to exercise a franchise are not entitled to the same, the judgment shall be that such persons be debarred and excluded from the use of the franchise; and in both cases the state shall recover costs. If judgment be against the defendant, finding that he has been exercising the functions of an office without authority, he shall be removed from office and debarred therefrom, and shall pay costs. The court shall order the defendant to deliver over all records, books, and papers in his custody or under his control, belonging to the office, and may make and enforce all orders proper to carry its judgment into effect.

Miss. Code Ann. § 11-39-21 Disobedience punishable.

Any person who refuses or knowingly neglects to obey any order of the court made as herein provided, shall be guilty of contempt of court, and shall be fined in any sum not exceeding Five Thousand Dollars ($5,000.00), and imprisoned in the county jail until he comply with the order. He shall be further liable for damages resulting to any person on account of his refusal to obey.

Miss. Code Ann. § 11-39-23 Private person relator, liable for costs.

When an information is upon the relation of a private individual, it shall be so stated in the petition and proceedings, and such individual shall be responsible for costs as plaintiffs are responsible in other cases.

Miss. Code Ann. § 11-39-25 Trustees to be appointed.

When judgment of forfeiture and ouster shall be rendered against any corporation or against any person pretending to exercise corporate franchises, the debtors to such corporation, or other body, shall not be thereby released from their debts and liabilities, and it shall be the duty of the judge of the court rendering the judgment to appoint one or more trustees to take charge of the books, evidences of debts, assets and property of such corporation or body pretending to exercise corporate franchises. Such trustees are invested with full power and authority to sue, in their own name, for and to collect all debts due to such corporation or body pretending to exercise corporate franchise, and to be sued in any court upon permission to sue being first obtained from the chancery court, and, generally, to maintain any action, or to revive or have revived against them any suit or judgment for or against such corporation or other body. The proceeds of debts collected and property sold shall be applied by such trustees to the payment of the costs in the quo warranto proceedings and in payment of debts, under the direction of the court.

Miss. Code Ann. § 11-39-27 Bond of trustees.

Before they enter upon the discharge of their duties, the trustees shall execute bond in such sum as may be prescribed, and with such sureties as may be approved by the judge, payable to the state, and conditioned for the faithful discharge of their duties as trustees, which bond may be put in suit for a breach thereof; and the amount collected thereon shall constitute a fund for the benefit of creditors or stockholders, as other funds of the corporation.

Miss. Code Ann. § 11-39-29 Property surrendered to trustees.

It shall be the duty of all persons having possession of property or evidences of debt belonging to any corporation, or persons pretending to exercise corporate franchises, against which or whom judgment of forfeiture shall have been rendered, to surrender and deliver the same to the trustees so appointed, and, in case of failure to do so, such trustees may maintain an action therefor.

Miss. Code Ann. § 11-39-31 Trustees to return inventory to chancery court—vacancies filled—new bonds.

It shall be the duty of the trustees, at the next succeeding term after their appointment of the chancery court of the county in which the quo warranto judgment was rendered, or at such other time as may be designated by the said chancery court or the chancellor, to return, under oath, to the court, a full and complete inventory of all evidences of debt, and property of every description, which may have come to their possession or knowledge as the property of the corporation or body pretending to exercise corporate franchises, and from time to time such further inventories as may be necessary, in case additional assets or property shall be discovered, which inventories shall be recorded by the clerk. The chancery court, or the chancellor in vacation, may remove trustees and appoint new ones, or fill vacancies in case of death or resignation, and may require new bonds of the trustees.

Miss. Code Ann. § 11-39-33 Sales of property—proceedings—trustees not to buy.

The chancery court, or chancellor in vacation, shall order the sale of the property, real and personal, in the same manner and on the same terms as such property of intestate decedents is sold, and like proceedings shall be had as far as applicable. It shall not be lawful for a trustee to become the purchaser of any property sold by him in that capacity, or by his cotrustees, either directly or indirectly, or to act as agent of any other person in making such purchase; and all purchases in violation of this provision shall be void.

Miss. Code Ann. § 11-39-35 Claims presented and audited—notice.

The chancery court shall require all claims against the funds in the hands of the trustees to be presented and audited in such manner as shall be deemed proper. Notice shall be given to all persons holding such claims to present and have them audited in the same manner as such notice is given in the administration of estates, and all claims not presented and audited within twelve months after the last publication shall be forever barred.

Miss. Code Ann. § 11-39-37 Compensation of trustees and others.

The compensation of trustees and others shall be determined by the court, and allowed out of the effects of the corporation or other body, under the control of the court.

Miss. Code Ann. § 11-39-39 Report of trustees, and order of paying debts.

It shall be the duty of the trustees, at the first term of the court after the time for presenting claims has elapsed, to make a full and complete report of all claims presented and audited, at which time exception may be taken to the allowance or rejection of any claim, and, if sustained, the report may be corrected. When the report is settled, and the amount of indebtedness ascertained, the court shall order the trustees to pay the debts in the following order: The compensation to the trustees and others, and expenses incurred in settling the affairs of the corporation, including the payment of the costs in the quo warranto proceedings in the circuit court, and the costs in the chancery court. Debts due to the state or any county, city, town, or village for taxes or otherwise. A ratable distribution amongst creditors who have proved their claims, and had them allowed. The surplus, if any, shall be ratably distributed among the stockholders, according to their respective rights.

Miss. Code Ann. § 11-39-51 Right to public office triable in vacation.

A proceeding by quo warranto to try the right to any public office, may be tried and determined in vacation as well as in term time.

Miss. Code Ann. § 11-39-53 Repealed.

Repealed by Laws of 1991, ch. 573, § 141, eff from and after July 1, 1991. § 11-39-53 . [Codes, 1880, § 2608; 1892, § 3541; 1906, § 4038; Hemingway’s 1917, § 3033; 1930, § 3074; 1942, § 1141] § 11-39-55 . [Codes, 1880, § 2609; 1892, § 3542; 1906, § 4039; Hemingway’s 1917, § 3034; 1930, § 3075; 1942, § 1142] § 11-39-57 . [Codes, 1880, § 2610; 1892, § 3543; 1906, § 4040; Hemingway’s 1917, § 3035; 1930, § 3076; 1942, § 1143] Editor’s Notes — Former § 11-39-53 related to how trial in vacation obtained. Former § 11-39-55 related to record of proceedings – process to enforce judgment. Former § 11-39-57 related to process for witnesses.

Miss. Code Ann. § 11-39-59 Fees of officers, jurors, and witnesses.

The clerk, sheriff, jurors, and witnesses shall have the same allowance for attendance, to be taxed in the costs, as if their attendance was upon a circuit court, and shall be compellable to attend in like manner.

Miss. Code Ann. § 11-39-61 Costs in such cases.

The judge, before making the order for trial in vacation or afterward, may impose such terms, and make such requirements as to costs and payment thereof or security therefor, as he thinks proper, and shall tax the costs of the case as he may deem just.