Rowell v. Janvrin — 76 N.Y. Sup. Ct. 305

Majority

p. 305

George P. Rowell and Others, Respondents, v. Joseph E. Janvrin, Appellant.

Headnote

Stockholders liability under the Manufacturing Corporations Act — amendment of the complaint — independent causes of action.

An amendment, which seeks to set up a liability upon the part of a stockholder, under section 14 of the Manufacturing Corporations Act (Chapter 40 of the Laws of 1848), in reference to the purchase of property and the issuing of stock therefor, presents an independent cause of action and cannot be inserted in a complaint which seeks to enforce a stockholder’s liability under sections 10 and 11 of the same act, because of the failure to file a certificate that the whole of the capital stock has been paid in.

Appeal by the defendant, Joseph E. Janvrin,.from an order of the Supreme Court, made at the New York Special Term and entered in the office of the clerk of the city and county of New York on the 16th day of February, 1893, granting leave to the plaintiffs to serve an amended complaint.

Dickinson W. Richards, for the appellant.

Jonatham, G. Ross, for the respondents.

We are of the opinion that the court erred in permitting the amendment of the complaint by the order appealed from. The cause of action sought to be set up by the amended, complaint was entirely independent of, and had no relation to, that which had been alleged in the original complaint. In the original complaint, a liability of a stockholder was sought to be enforced because of thé failure to file a certificate that the whole of the capital stock had been paid in, under sections 10 and 11 of the Manufacturers’ Act (Chap. 40 of 1848). By the amended complaint, a liability upon the part of the stockholder was attempted to be set up, arising from the provisions of section 14 of the same act in reference to the purchase of property and the issuing of stock therefor. These were distinct independent grounds of a recovery, the only common feature being that in each the defendant was sought to be charged as a stockholder.

p. 306

We think the court should not have engrafted upon this action, in which the plaintiffs seemingly confess that they cannot succeed, an independent cause of action. The order appealed from should, therefore, be reversed, with ten dollars costs and disbursements of this appeal, and the motion denied, with ten dollars costs.

Present — Yak Brunt, P. J., Follett and Barrett, JJ.

Order reversed, with ten dollars costs and disbursements of this appeal, and motion denied, with ten dollars costs.