Crossley v. Briscoe

• Decision Date: 22 January 1937
• Docket Number: No. 50.,50.
• Citation: 189 A. 381
• Parties: CROSSLEY et al. v. BRISCOE et al.
• Court: New Jersey Supreme Court

189 A. 381

CROSSLEY et al.

v. BRISCOE et al.

No. 50.

Court of Errors and Appeals of New Jersey.

Jan. 22, 1937.

Appeal from Circuit Court, Essex County. Action by Rena Peddie Crossley and another against Frank Briscoe and others, and 45 Branford Place Corporation. From a judgment of nonsuit for the individual defendants, the action against the corporation having been discontinued, plaintiffs appeal. Affirmed.

Frank Benjamin, of Newark, for appellants.

Levy, Fenster & McCloskey and Saul Tischler, all of Newark, for respondents.

WOLFSKEIL, Judge.

This is an appeal from a judgment of nonsuit in favor of the individual defendants following an order striking out the complaint. The suit as against the corporation was discontinued.

The complaint recites that a lease was made by the corporation and certain rental reserved, part of which was in default. It then alleges that the three individuals, who are directors and officers of the corporation, violated the terms of an agreement, a copy of which (Exhibit A) is attached to the complaint, and diverted certain moneys in bad faith, thereby becoming individually liable for the default of the corporation lessee.

The agreement consists of a letter written by plaintiffs to the corporation to which is appended the following matter and signatures:

"45 Branford Place Corporation does hereby consent to the foregoing arrangement and we, the undersigned, the executive officers of the corporation do hereby agree to carry out the terms of the said agreement in all particulars."

This paragraph is signed:

"45 Branford Place Corporation

"By Frank Briscoe, President.

"By David Cronheim, Secretary.

"By A. S. Cronheim, Treasurer."

The corporate seal was affixed. The determination of this appeal is controlled by our decision in the case of Crossley v. Binns, 115 N.J.Law, 160, 178 A. 722, 723. That suit was instituted under a claim that the individual defendants were parties to this same agreement and were responsible for its performance, and the fact that it had not been performed rendered them liable for damages for its nonperformance. Construing the agreement Mr. Justice Lloyd, who wrote the opinion, said: "It is to be noted that the designation of the individual defendants is as executive officers of the corporation, and their signatures likewise, in so far as they constitute more than the signing of the corporation name, are as officers of the corporation. There is nothing, we think, in the writing to suggest a...