Doolittle v. Marsh

• Decision Date: 26 May 1881
• Citation: 9 N.W. 54,11 Neb. 243
• Parties: DOOLITTLE v. MARSH.
• Court: Nebraska Supreme Court

11 Neb. 243

9 N.W. 54

DOOLITTLE

v.MARSH.

Supreme Court of Nebraska.

Filed May 26, 1881.

Error from Douglas county.

Redick & Connell, for plaintiff.

George E. Pritchett, for defendant.

COBB, J.

I cannot agree with counsel for the defendant in error in the first point made in his able argument, in which he contends that section 136 of the chapter of the General Statutes entitled “Corporations” does not apply to any corporation not created under general laws. I agree that its provisions are limited to corporations thereafter created, but that is the only limitation, and the only doubt is whether section 139 does not extend the same provision to all corporations without reference to the date, as the two sections combined certainly do, without regard to the method of their organization. But upon his second, or, as counsel has it numbered in his brief, the fourth point, I am quite inclined to agree with him.

The debts spoken of in the two sections undoubtedly are only those obligations arising on express and implied contracts, growing out of dealings between the corporation and other corporations or individuals, where the financial condition of such corporation would or might be the foundation of credit. The law has made it one of the conditions upon which the promoters and managers of corporations may do business without risk to their private fortunes, that such corporation shall publish annually a true statement “of the amount of all the existing debts of the corporation.” The only useful end which such statement can serve is to furnish persons about to give such corporation credit a basis of information for their guidance. The tangible personal property of the corporation shows for itself; its real estate can be learned from the records; but in order to be enabled to properly rate its credit one must know the amount of its debts.

Persons about to deal with others, be they corporations or natural persons, usually resort to all convenient sources for information as to their credit. But it is quite unheard of for a person about to become a passenger on a street railroad or other railroad, stage-coach, or steam-boat, or guest at an hotel, to stop and inquire whether the owners were able to respond in damages in case of the death, maiming, or robbery of such passenger or guest by reason of the negligence of the servants of such owners. Hence, I conclude that the notice required by statute was not intended for the benefit of claimants for...