Majority
p. 1030(35 Misc. Rep. 389.) GINSBURG et al. v. UNION CLOAK & SUIT CO. (City Court of New York, General Term. June, 1901.) Argued before CONLAN, O’DWYER, and HASCALL, JJ.
Headnote
1. Corporation—Liability on Notes.A foreign corporation is not liable on renewal notes made by a domestic corporation under a somewhat similar name, where the debt represented by the notes was incurred before the foreign corporation was organized, and it received no benefits from the merchandise purchased.
2. Same.
Statements of officers of the foreign corporation to the payees of the notes that it and the domestic corporation were the same, and that it used the name of the domestic corporation in its business, cannot make the foreign corporation liable.
Appeal from trial term.
Action by Simon Ginsburg and others against the Union Cloak & Suit Company. Judgment for plaintiffs, and defendant appeals. Reversed.
Louis A. Jaffer, for appellant.
Max D. Steuer, for respondents.
The notes in suit are made by the Union Cloak Company, a corporation organized under the laws of the state of New York, and were issued in renewal of other notes of the same corporation, given in settlement of a claim against said corporation
p. 1031
for goods sold to it in 1899. To maintain this action against the defendant, a corporation organized under the laws of the state oí Mew Jersey, after the debt for which the notes were given was incurred, it is claimed that at the time of the giving of the notes in suit the president and the secretary and treasurer of the defendant corporation stated to the plaintiffs that the notes in suit were the notes of the defendant, and that the form in which they were signed was the form used by the defendant for signing its notes, and that the Union Cloak Company and the Union Cloak & Suit Company, this defendant, were the same; that by reason of these statements the notes are the notes of the defendant, and it is liable thereon. The debt for which the notes were given was contracted prior to the time that the defendant corporation had a legal existence, and the record fails to disclose any evidence showing that this defendant received any benefit from the goods purchased by the Union Cloak Company, and it appears that no other or further consideration is claimed as having been given for the notes in suit. It follows that the defendant is not liable upon these notes, and the judgment and order herein appealed from must be reversed, and a new trial ordered, with costs to appellant to abide the event.
Judgment and order reversed, and new trial ordered, with costs to appellant to abide event. All concur.