Hyperlawhypertext legal database Wyckoff v. Union Loan & Trust Co. of Cleveland 11 N.Y.S. 423

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Wyckoff v. Union Loan & Trust Co. of Cleveland

11 N.Y.S. 423 Court N.Y. City Ct. Decision date 1890-10-06 English

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p. 423
Wyckoff et al. v. Union Loan & Trust Co. of Cleveland.
(City Court of New York, General Term.
October 6, 1890.)

Headnote

Pleading—Variance—Misnomer.
An action against “The Union Loan & Trust Co. of Cleveland, Ohio, ” for the price of goods sold, is not sustained by proof of a sale to the “Union Loan & Trust Co.,” doing business in New York city, the officers and stockholders of the two companies being different, except that one person connected with defendant company was at the time of the sale an officer of the other company.
Appeal from trial term.
Action by William O. Wyckoff and others, against the Union Loan & Trust Company of Cleveland, Ohio, to recover the price of a type-writing machine. There was judgment for plaintiff, and defendant appeals.
Argued before McAdam, C, J., and Ehrlich and Van Wyck, JJ.
C. W. Wright, for appellant. H. Pressprich, for respondent.

The property was sold to the “ Union Loan & Trust Company,” doing business at 886 Eighth avenue, Hew York, February 5, 1889. The defendant is an independent corporation known as “ The Union Loan & Trust Co. of Cleveland, Ohio, ” organized September 25, 1889, seven months after the sale. The officers and stockholders of the two companies are different, except that one person connected with the defendant company was, at the time of the sale, an officer of the former corporation. Jekyll-Hvde tactics have been traced to individuals, and may, to an extent, enter into corporate transformations. In the case of individuals, but one exists in point of fact, but here two independent entities exist, each having a charter, a mission, and separate corporate rights. We cannot hold that the second corporation is the first, for such is not the truth. Upon the proofs and the law "applicable, the complaint ought to have been dismissed. It follows that it was error

p. 424
to send the ease to the jury, and that the judgment entered on their verdict in favor of the plaintiff must be reversed, and a new trial ordered, with costs to the appellant to abide the event.