Cory v. Lee

• Decision Date: 12 January 1891
• Citation: 8 So. 694,93 Ala. 468
• Parties: CORY v. LEE ET AL.
• Court: Alabama Supreme Court

8 So. 694

93 Ala. 468

CORY v. LEE ET AL.

Supreme Court of Alabama

January 12, 1891

Appeal from city court of Decatur; W. H. SIMPSON, Judge.

This action was brought by the appellees, Lee & Mangum, against the appellant, Lorenzo Cory, and sought to recover for lumber and other materials sold the Decatur Building Supply Company. The complaint counted on the common counts, and set out the steps taken in the organization of the corporation. All the facts are sufficiently set forth in the opinion of this court. The defendant demurred to the complaint, on the several grounds, that the complaint did not show a cause of action against the defendant; and that it was shown by the complaint that the transaction was had with a corporation de facto, and not in any way with the defendant as an individual. The court overruled each ground of the demurrer, and on the submission of the cause, without the intervention of a jury, rendered judgment for the plaintiffs. The defendant excepted to each of these rulings, and on this appeal assigns the ruling on demurrer as error.

Brickell, Harris & Eyster, for appellant.

E W. Godbey, for appellees.

CLOPTON J.

Appellees seek by the action to charge appellant individually with a debt contracted by the Decatur Building Supply Company. The averments of the complaint show that proceedings were instituted in the court of probate of Morgan county by Joseph W. Barton and three other named persons, defendant not being one of them, for the purpose of forming a private corporation by the name of the "Decatur Building Supply Company," by filing a written declaration signed by themselves substantially conforming to the statutes then in force, and that a commission was issued, by the judge of probate, constituting two of the signers of the declaration a board of corporators to open books of subscription to the capital stock of the company, having first given due notice of the time and place of opening the same in the manner prescribed in the commission, but that the signers of the declaration took no other or further proceedings of record to complete or perfect the corporate organization. The complaint further avers that the persons proposing to become incorporated did business under the name of the "Decatur Building Supply Company," dealing in builders' supplies, and assumed to act in a corporate capacity contracting in the corporate name; and that defendant became associated with...