Majority
p. 227SUPREME COURT. The Mechanics’ Banking Association agt. The Spring Valley Shot and Lead Company. New- York Special Term, Oct., 1856.
Headnote
In an action against an incorporated company upon a promissory note, the complaint must allege that the defendants are an incorporated company, and that the note was transferred in the ordinary course of business by agents properly authorized.Demurrer to complaint.
The action was upon a promissory note, made by the defendants. The objection to the complaint was* that it did not allege the incorporation of the defendants, and did not state facts sufficient to constitute a cause of action.
p. 228
— —for defendants.
— —for plaintiffs.
If the defendants are an incorporated company, it should be' so alleged in the complaint; and it should' he further alleged, that the note'was transferred in the ordinary course of business, by agents properly authorized. These facts must affirmatively appear, as essential constituents of the cause of action.
They do not merely show the manner in which the indorsement has been made, as a matter of evidence, but they constitute issuable facts, without proving which the plaintiffs cannot recover. (M'Cullough agt. Moss, 5 Denio, 567 .)
The Code requires that the complaint must contain the facts constituting the cause of action. (§ 142.)
Judgment for defendants on demurrer, unless plaintiffs amend within twenty days, and pay costs of term,