Christie v. Bowne — 63 N.Y. St. Rep. 805

Majority

p. 805

Daniel E. Christie, Resp’t, v. Robert Bowne, App’lt.

{Supreme Court, General Term, Second Department,

Filed December 10, 1894.)

Headnote

Corporations—Stockholders—Liability.

A stockholder is liable personally for the corporate debts, unless a certificate that the stock is paid is filed, not only in the secretary of state’s office, but also in the county cleik’s office.

Appeal from a judgment, entered on" a verdict in favor of plaintiff, and from an order denying a motion for a new trial.

Chas. Strauss, for app’lt; Henry L. Brant, for resp’t.

plaintiff brought this action as a creditor of the corporation known as the New York Advertising Agency, Limited, to recover his debt from the defendant, who was a stockholder in said corporation, on the ground of the failure to file in the office of the couiity clerk the certificate of the full payment of the capital stock of said corporation, as required by § 37, chap. 611, Laws 1875, under which statute the corporation was organized. The question discussed by the appellant requires only a brief notice. No exception presents the question as to the proper construction of the peculiar language of § 37. That section requires the certificate to be filed “ in the office of the secretary of state and of the county in which the principal business office of such corporation is situated.” It was decided by a very recent decision of this general term that the language quoted required the certificate to be filed with the county clerk. Jones v. Mail &

p. 806

Ex. Publishing Co., 62 St. Rep. 61 ; 30 N. Y. Supp. 335 . The repeal of the act of 1875, by chapter 687, Laws 1892, does not affect the plaintiff’s cause of action. It was preserved by the saving clause of the repealing act (§ 35).

The exception to the admission of the evidence of Mr. Seaver that the plaintiff was a competent bookkeeper is not available on this appeal. The question of plaintiff’s competency was not an issue at the trial. It was withdrawn from the consideration of the jury by the court in its charge, without objection by the defendant, and no request was made to have that question submitted to the jury.

The verdict is sustained by the evidence, and the judgment and order are affirmed, with costs.

All concur.