Opinion
(December Term, 1845.)
A corporation can only sue or be sued in its corporate name, unless the act of incorporation enables it to come into court in the name of any other person, as its president, cashier, etc.
Cause removed from the Court of Equity of LINCOLN, at Fall Term, 1845.
Alexander for the plaintiff.
Guion for the defendant.
The following is the case: The bill is filed against Andrew Motz, president and stockholder of the High Shoals Manufacturing Company, against Samuel R. Simpson, Eli Hoyle and John Motz, directors and stockholders, against Michael Hoke and Henry W. Burton, executors of Robert H. Burton, (196) deceased, and against Henry Fullenwider. It charges that Robert H. Burton, deceased, had been president of the company, and while so, by virtue of the authority of his office, and various resolutions, passed by the said company, for and on behalf of the company, made a contract with the defendant, Henry Fullenwider, to furnish them with a certain quantity of ore, for the use of their furnace. It alleges, that, although the contract was made with Henry Fullenwider, yet, in fact and truth, it was made between the company and Fullenwider and the plaintiff, he being a partner with Fullenwider, equally interested with him in the contract, and entitled equally with him to all its benefits; and this was well known to Robert H. Burton, and to the company, who recognized him as such.
The bill then sets forth that a great quantity of ore was raised and delivered by him and Fullenwider, and upon the death of Robert H. Burton and the appointment of A. Motz as president of the company, he demanded a settlement of accounts arising under the contract set forth, and the payment to him of his share of what was due to him, but that his demand has been refused, on the ground that the contract was made by the company with Henry Fullenwider, and that they had claims against him, to an amount equal, or more than equal, to what was due on the contract for the ore. Fullenwider is entirely insolvent. The bill further alleges, that he obtained from Fullenwider orders upon the company for the sum of $600, which were presented to A. Motz, the president, who said he could not accept them without consulting M. Hoke, and that they were returned to him, and he claims them as equitable assignments, which the company are bound to pay.
The answers admit the contract with Fullenwider, but deny that the plaintiff was any party to it; admit the plaintiff did assist in raising and delivering the ore, but not under any contract with the company; and if he was interested, it was in consequence of some subsequent agreement with (197) Fullenwider; and allege that Fullenwider is indebted to the company to the amount of what they owe under the contract; but, if, upon a final settlement between the company and Fullenwider, it should be found anything is due to him on the contract, they are willing to pay it over to the plaintiff.
This company was incorporated in 1838, by the name of the "High Shoals Manufacturing Company," and it is enacted, "by that name and style, shall sue and be sued." In that name alone, can they declare when plaintiffs, and in that name do they answer when sued, unless the act of incorporation enables them to come into court in the name of any other person, as their president, cashier, etc. Brown on Actions, 155. In the case of this corporation, no power is given to sue or be sued in any other but their corporate name. The bill, though filed against the individuals named, is for the settlement of an account growing out of a contract made with the company, and to enforce it. The corporation is the debtor, and the corporation ought to have been a party to the suit, which it is not.
The bill is subject to another and equally fatal objection. The contract set forth is one, as stated in the bill, made between the company and Henry Fullenwider. It is true, it alleges that he, the plaintiff, was interested in the contract, and insinuates, but does not aver, that he was a party to it. The answers deny that the plaintiff was a party to the contract, and aver it was made with Fullenwider alone. They admit, that the plaintiff may, after the contract was made, have been admitted by him to a participation in it. From the evidence, we are satisfied this was the fact, and that the plaintiff was not a party to the original contract, and that (198) any interest he may have in it is derived from Fullenwider. To him he must look. As against the plaintiff, the company had a right to have their claims against Fullenwider fully settled, before they would hold anything subject to his claim. They are therefore justified in obeying the orders of Fullenwider, in disposing of the money arising under the contract.
We could not refer the case to the master, to ascertain whether the company have paid Fullenwider all that they owe him, on account of the ore delivered under the contract, because the bill is not framed with that view. The plaintiff claims not as assignee of Fullenwider, but as an original contractor.
PER CURIAM. BILL DISMISSED WITH COSTS.
Cited: Young v. Barden, 90 N.C. 425.