Sears v. Waters — 7 N.Y. St. Rep. 483

Majority

p. 483

John K. Sears and others, Resp’ts, v. Francis A. Waters, App’lt.

(Supreme Court, General Term, First Department,

Filed March 31, 1887.)

Headnote

Corporations (manufacturing)—Liability of trustees on failure to file report—§ 12, Laws 1848, chap. 40, as amended by Laws 1875, chap. 570.

The trustees" of a manufacturing corporation, under section 12, Laws 1848, chapter 40, as amended by Laws 1875, chapter 570, are liable for the debts of the corporation, on failure to file their annual report, and there is no distinction made between creditors out of the state, nor as to the place where the indebtedness was contracted.

Appeal from an order and judgment sustaining plaintiffs’ demurrer.

Charles H. Fuller, for pl’ffs and resp’ts; Cornelius A. Bunlcle, for def’t and app’lt.

This action is brought against the defendant as trustee of the United States Albumen Manufacturing Company, it being alleged that said company was a

p. 484

, domestic corporation, duly organized under the act for the formation of corporations for manufacturing, mining, etc., purposes, passed February 17, 1848, and the acts amending and supplementary to the same, and that between July 7, 1883, and November 3, 1883, at Hyannis, Massachusetts, the plaintiff sold and delivered to said company, at its request, goods and merchandise at the price of and for which said company promised and agreed to pay to said plaintiffs the sum of $763.70. It is alleged that a balance of $584.64 is due to the plaintiffs, and that the said goods were sold, and the said indebtedness contracted, after the time provided by statute for making and filing and publishing the annual report, and before said report was made, filed and published.

It is further averred, that said company did not within twenty days from the 1st of January, 1883, make and publish, as required by law, the report required by law, but has wholly failed so to do. To this complaint an answer was interposed averring, among other things, upon information and belief, that none of the goods referred to in the complaint were ever sold or delivered to said company in this state, and that no cause of action ever arose therefor in this state.

This action is brought under section 12 of the act of 1848, chapter 40, relating to the formation of corporations for manufacturing, etc., purposes, as amended by Laws of 1875, chapter 670. That section, among other things, provides that upon the failure to file the annual report therein referred to within the time therein specified, all the trustees of the company shall be jointly and severally liable for all the debts of the company then existing, and for all that shall be contracted before such report shall be made. The statute makes no distinction as to the place where such debts shall have been contracted, nor does it distinguish between creditors residing in this or in other states.

We are, therefore,. of the opinion that the decision at the special term sustaining the demurrer to the answer was correct, and that the same should be affirmed, with costs.

Van Brunt, P. J., and Potter, J., concur.