Wright v. Booth

Headnote

This action was brought against defendants as directors of “ The Brooklyn Industrial Institute Company,” to recover a debt due from the corporation to plaintiffs, because of alleged failure to make, publish and file an annual report, as

required by the general manufacturing act (chap. 40, Laws of 1848).

Said corporation was organized under and by special charter (chap. 493, Laws of 1873), with the powers and privileges conferred upon, and subject to the duties and liabilities imposed upon corporations, organized under the general laws. It is provided, however, in the charter (§ 8), that directors “ shall incur no personal liabilities beyond the amount of the capital stock held and owned by them respectively.” It was not alleged in the complaint that defendants were stockholders. The plaintiffs demurred to the answer. Held, that, if defendants were liable to any amount (as to which the court expressed no opinion), they were only liable for sums equal to the amount of the capital stock held and owned by them respectively; that the complaint was not framed to enforce such a liability, and there being no allegation therein that defendants were stockholders, there was no basis upon which an assessment against them could be made; and that plaintiffs, having demurred to the answer, whether it was sufficient or not, the judgment of the court upon the law of the case, as presented by the pleadings, was invoked, and that it was properly rendered against defendants.