Morgan v. Randolph-Clowes Co.

• Decision Date: 18 December 1900
• Court: Connecticut Supreme Court
• Parties: MORGAN v. RANDOLPH-CLOWES CO.

47 A. 658

73 Conn. 396

MORGAN

v. RANDOLPH-CLOWES CO.

Supreme Court of Errors of Connecticut.

Dec. 18, 1900.

Appeal from court of common pleas, New Haven county; Leverett M. Hubbard. Judge.

Action by Charles N. Morgan against the Randolph-Clowes Company. From a judgment in favor of defendant, plaintiff appeals. Affirmed.

Edward H. Rogers, for appellant.

Lucien F. Burpee, for appellee.

TORRANCE, J. The material allegations of the complaint may be thus stated: At the time the co-partnership of Randolph & Clowes was dissolved by the death of Mr. Randolph, it owned property, real and personal, owed debts to the plaintiff and others, and was actively carrying on business. Soon after the dissolution the surviving partner and the administrator of Randolph caused the defendant corporation to be organized for the purpose of taking to itself the co-partnership property and carrying on the business theretofore carried on by the co-partnership. Soon after the corporation was organized the surviving partner and the administrator agreed with it to sell and transfer to it all the property, real and personal, of the co-partnership, to enable it to carry on said business, and this agreement was carried out. In consideration of said sale and transfer the defendant promised and agreed to and with the surviving partner and the administrator, among other things, (1) that it would assume all the debts of said co-partnership then unpaid and outstanding, and that it would pay the same, and save the estate of Randolph and his administrator, and the surviving partner harmless therefrom; (2) that it would issue certain shares of its stock to said administrator and to said surviving partner, and would execute a mortgage of all its corporate property to obtain a loan of money to pay all the unpaid liabilities of the co-partnership. Subsequently said stock was issued as agreed, and the defendant, by a mortgage of its property, obtained a loan of money more than sufficient to enable it to pay the liabilities of the co-partnership, which it had assumed and agreed to pay. The debt sued for in this action was one of the co-partnership debts due and unpaid when the defendant assumed and agreed to pay the liabilities of the co-partnership as aforesaid, and is still due and unpaid. The complaint asked for legal relief only. The defendant demurred to the complaint on the ground that it appeared therefrom that the plaintiff was not a party to the contract sued upon, and acquired therefrom no right to maintain this action against the defendant.

The question in this case is whether, upon the facts stated in the complaint, the plaintiff can maintain an action at law against the defendant for its refusal to pay his debt. It is probably true that in many, perhaps in most, of the state courts he could do so; but, whatever the law in relation to this matter may be elsewhere, it must now be regarded as the settled general rule in this state that where A. simply agrees with B., upon a valid...