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Perkins v. Hatch

11 N.Y. Sup. Ct. 137 Court N.Y. Sup. Ct. English

Delivered by Tappen, J.

Contents

Majority

p. 137
GEORGE F. PERKINS and another, Respondents, v. ALFREDERICK S. HATCH, Appellant.

Headnote

Appeal from a judgment in favor of the plaintiffs, entered on the report of a referee.
The plaintiffs furnished to a corporation known as the “ Sunday School Workmen’s Association,” paper on which a newspaper was printed, known as the “ Sunday School Workman,” and they recovered judgment against the association therefor, to the amount of $1,443, on the 16th February, 1872.
After the return of execution against the judgment debtor unsat
p. 138
isfied, they brought this action against the defendant as a stockholder, and alleged that the defendant was liable under section 10 of the law of 1848, providing for the formation of corporations, etc., in consequence of the failure of the corporation to procure the amount of its capital stock to be subscribed and paid in.
The defendant contended that the association was not legally incorporated, alleging the proceedings for that purpose to have been defective; and further, that the indebtedness of the association was not established, and that he, the defendant, was not a stockholder. The referee found for the plaintiffs.
The capital stock was not paid up, and nearly fifty per cent thereof remained unpaid.
The court at General Term was of opinion that the' certificate of incorporation to which the defendant was a party, could not be questioned by him in respect to any irregularities, if there were any such;[1] that the corporation was liable in assumpsit for goods received and used in its business to the same extent as a natural person;[2] that the defendant was a stockholder ; that his subscription became obligatory; that his payments on account thereof, made him a member with, corresponding liabilities;[3] that the referee properly refused to charge against the plaintiffs, as a payment, 'a note' signed and issued by two officers of the company for $600 on account of plaintiffs’ claim, such note being unpaid and protested, and plaintiffs expressly averring the facts in their complaint, and the proof supporting such averment.
L. E. Chittenden, for the appellant.
Thayer & Shoudy, for the respondents.

Opinion by

Present — Barnard, P. J., Gilbert and Tappen, JJ.

Judgment affirmed, with costs.