Dietrich v. Rothenberger
Decision Date | 17 June 1903 |
Citation | 75 S.W. 271 |
Parties | DIETRICH v. ROTHENBERGER et al. |
Court | Kentucky Court of Appeals |
Appeal from Circuit Court, Jefferson County, Law and Equity Division.
"Not to be officially reported."
Action by William Dietrich against Gus F. Rothenberger and others. From a judgment sustaining a demurrer to the petition plaintiff appeals. Affirmed.
Wallace & Miller, for appellant.
W Pratt Dale, for appellees.
The plaintiff, William Dietrich, deposited in the German-American Title Company the sum of $300, for which it delivered to him the following: . The German-American Title Company was a corporation organized under chapter 56 of the General Statutes of Kentucky, and was not authorized to do a banking business. It became insolvent. Dietrich then filed this suit against the directors of the corporation, charging that at the time he made the deposit, and long prior thereto, it was engaged in the banking business, and, while so engaged, received his deposit, with the knowledge and authority of the defendants, as its directors. Personal judgment was prayed against them on the ground that they were engaged in a business which the corporation was not authorized to follow. The court sustained a demurrer to his petition, and he appeals.
It is immaterial, so far as the plaintiff is concerned, what business the corporation engaged in with other persons. If the transaction with him was within its corporate powers, the directors are not personally liable to him, although at other times, and with other persons, they may have done business not authorized by their charter. The plaintiff's cause of action rests on the transaction had with him. The fact that in other transactions other persons might not have reason to complain of the directors for exceeding the powers conferred upon them by law would subtract nothing from the plaintiff's right to complain, if in the transaction with him the legitimate powers of the corporation were exceeded and if, in his transaction, these powers were not exceeded, he cannot, to make out his cause of action, show that they were exceeded in other transactions with other persons. The question presented, then, simply is whether the transaction with the plaintiff was within the powers of the corporation. The corporation was authorized to borrow money, and give notes therefor, or other evidences of indebtedness. Stripped of its form, the transaction with the plaintiff was, in effect, that he lent the corporation $300, which it agreed to pay him in 12 months, with interest at the rate of 6 per cent. The paper not only contains a promise to pay, but sets out fully the consideration; and the fact that it is called a "certificate of deposit," instead of a "promissory note," does not affect its legal character. In the American & English Ency. of Law, vol. 5, p. 803, it is said: In Citizens' National Bank v. Brown, 45 Ohio St. 39, 11 N.E. 799, 4 Am.St.Rep. 526, where a similar paper was before the court, it was said: ...
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...entered into a large number of similar contracts in such manner as to constitute an abuse of its corporate power. Dietrich v. Rothenberger, 75 S. W. 271, 25 Ky. Law Rep. 338. Subdivision 10 of article 1121, authorizing the creation of corporations for the establishing and maintenance of sta......
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... ... The ... certificate was held to be in effect a promissory note. See, ... also, to the same effect, Dietrich v. Rothenberger, ... 75 S.W. 271, 25 Ky.Law Rep. 338 ... Under ... the authorities above cited, we conclude that the ... ...
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Gould v. Bank of Independence
...Ohligschlager, Cashier." The certificate was held to be in effect a promissory note. See, also, to the same effect, Dietrich v. Rothenberger, 75 S.W. 271, 25 Ky. Law Rep. 338. Under the authorities above cited, we conclude that the certificate here in question was in effect a promissory not......
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In re Estate of offutt
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