Bush v. Robinson

• Decision Date: 03 May 1894
• Citation: Bush v. Robinson, 95 Ky. 492, 26 S. W. 178 (Ky. Ct. App. 1894)
• Parties: BUSH et al. v. ROBINSON.
• Court: Kentucky Court of Appeals

26 S.W. 178

95 Ky. 492

BUSH et al. v. ROBINSON.

Court of Appeals of Kentucky.

May 3, 1894

Appeal from circuit court, Clark county.

"To be officially reported."

Action by John V. Robinson against S. S. Bush and others on promissory notes. Judgment for plaintiff. Defendants appeal. Reversed

Wm Lindsay, Beckner & Jouett, and Grubbs & Morancy, for appellants.

J. M Benton, for appellee.

LEWIS J.

March 17, 1890, R. T. Coleman and H. W. Clark associated and became incorporated under chapter 56, Gen. St., the name of the corporation being Grand Boulevard Residence Company, and its principal place of business Louisville. The articles of incorporation contain the following clauses: (1) "That the general nature of business to be transacted is to buy sell, and deal in lands in Kentucky, to lay off same into boulevards, lots, streets," etc. (2) "The amount of capital stock authorized is $30,000, to be issued in shares of $100 each, which is fully paid up, represented by the conveyance of about 43 acres of land near Winchester, Clark county; and, when said land is so conveyed to and accepted by the corporation, said amount of stock shall be issued fully paid up, and nonassessable for any purpose." (3) "The private property of the stockholders, directors and incorporators shall be exempt from corporate debts." On the same day a meeting was held for the purpose of organizing the company, when the capital stock of $30,000 was subscribed for and directed to be issued fully paid up and nonassessable upon payment at the rate of $15 per share by the subscribers, who were R. T. Coleman, S. S. Bush, G. T. Berry, and W. E. Bradley. The next day-March 18th-John V. Robinson conveyed to the Boulevard Residence Company about 43 acres of land-the same mentioned in the articles of incorporation-at the price of $18,360, of which $4,590 was then paid, and for the residue notes secured by lien on the land were executed by the company through its president, S. S. Bush. This action was brought by Robinson in the Clark circuit court against the company and the stockholders named to recover amount of said notes, and personal judgment therefor was rendered, not only against the company, that made no defense, but against Coleman and Bush each to extent of $4,590, and against Berry and Bradley each to extent of $2,295.

Several grounds of defense to the action were relied upon in the lower court, as they are here, but we need consider only that pleaded in paragraph 6 of the joint answer, as follows "There was an express contract and understanding with said Robinson that no personal liability was to attach to any officer or stockholder of the company by reason of said notes, or by reason of any indebtedness that might be due to the company from other sources; but that the contract was with the distinct understanding the only claim plaintiff, Robinson, had was against the corporation and said tract of land, and not against any individual stockholder thereof." It appears that prior to organization of the company, S. S. Bush, being at Winchester, had purchased or obtained from Robinson an option on 20 acres for Coleman, Bush & Co., a firm engaged in buying and selling lands, which was by telegram enlarged to 43 acres; but when he went back to consummate the trade the deed was drawn so as to make the company vendee, and also sole obligor of the notes for deferred payments. Besides Bush, two witnesses, having no interest in the...