Georgetown Sand & Gravel Co. v. Burr
| Citation | 157 N.E.2d 413,338 Mass. 762 |
| Parties | GEORGETOWN SAND & GRAVEL CO., Inc. v. Robert L. BURR and others. |
| Decision Date | 03 April 1959 |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
Edward H. J. Wilson, Salem, for plaintiff.
Alfred C. Walton, Boston, for defendant Burr and others.
Francis B. Kenney, Jamaica Plain (James A. Sullivam, Boston, with him), for defendant Avery.
Ralph H. Willard, Jr., Boston, John H. Wollenhaupt, Lynn, for various defendants.
Allen D. Gilchrist and Ruth M. Gilchrist pro se.
Taylor B. Yeakley, Lynn, John E. Murphy, Peabody, and C. Atherton Holmes, Haverhill, for various defendants.
Before WILKINS, C. J., and RONAN, SPALDING, WHITTEMORE and CUTTER, JJ.
The plaintiff has appealed from a final decree under a bill to reach and apply which adjudges that the principal defendants are not indebted to the plaintiff and adjudges the validity of certain deeds and mortgages which had been put in issue by the suit and orders certain conveyances to make clear the record titles under these instruments. The facts are set out in a master's report. There was no error.
The three principal defendants (hereinafter, the defendants) were doing business in 1952 as a partnership. In April, 1953, under the direction of an attorney they did those things which caused them to believe that a corporation had been formed. Thereafter they continued to do business as Web Construction Co. believing that was the name of their incorporated business.
The articles of organization were not filed until nearly two years later, February 8, 1955, and the papers then filed were changed so that the name was Web Construction Company, Inc., but the defendants did not know this and continued to do business as Web Construction Co. except that by error one of the two banks used by the company furnished checks in the name of 'Web Construction Company.'
In 1953, Web Construction Co. purchased real estate and gave a mortgage with accompanying certificates purporting to show it to be a corporation. In October, 1954, Web Construction Co. purporting still to act as a corporation took title to other land and beginning February 8, 1955, acting as though a corporation, made conveyances out of the real estate so acquired. Mortgages to various mortgagees were given by the purchasers. Another parcel was acquired by 'Web Construction Co., a corporation,' in May, 1955, and similar conveyances and mortgages of parts of this land followed. The owners and mortgagees of these parcels were made parties defendant and the plaintiff sought to reach the real estate as property of the principal defendants. The master found and the final decree adjudicates that all the deeds and mortgages were in good faith and for valid consideration. The master found that the moneys received for the conveyances were put in the 'corporate' account and used for 'corporate' purposes.
The plaintiff furnished work and material to 'either the partnership, the principal individual defendants or the corporation' from the end of November, 1954, until December of 1956. The...
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...The use of any altered form of a corporate name entails risk, but we think this change was insignificant. Georgetown Sand & Gravel Co., Inc. v. Burr, 338 Mass. 762, 763, 157 N.E.2d 413. There was no reasonable possibility that anyone would be misled by it. That the trustee was a corporation......
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