Wyckoff v. Union Loan & Trust Co. — 33 N.Y. St. Rep. 422

Majority

p. 422

William O. Wyckoff et al, Resp’ts, v. The Union Loan & Trust Co. of Cleveland, Ohio, App’lt.

(City Court of New York,

General Term,

Filed October 6, 1890.)

Headnote

Corporations—Identity.

A corporation formed several months after a sale made to a company of the same name cannot be held to be the same company on account of similarity of name for the purpose of holding it liable for such sale, where the officers and stockholders of the two companies are different, except that one person connected with the second corporation was an officer of the first at the time of the sale.

Appeal from judgment rendered in favor of plaintiff.

C. W. Wright (George Tiffany, of counsel), for app’lt; H. Pressprich, for resp’ts.

The property was sold to the “ Union Loan & Trust Company,” doing business at 886 Eighth avenue, N. Y, February 5, 1889. The defendant is an independent corporation known as “ The Union Loan & Trust Company, 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-Hyde 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 to send the case to the jury, and that the judgment entered on their verdict in favor of the plaintiff must

p. 423

be reversed and a new trial ordered, with costs to the appellant to abide the event.