N.J. Photo Engraving Co. v. Carl Schonert & Sons, Inc.

• Decision Date: 12 September 1923
• Docket Number: No. 52/611.,52/611.
• Citation: 122 A. 307
• Parties: NEW JERSEY PHOTO ENGRAVING CO. v. CARL SCHONERT & SONS, Inc.
• Court: New Jersey Court of Chancery

122 A. 307

NEW JERSEY PHOTO ENGRAVING CO.

v. CARL SCHONERT & SONS, Inc.

No. 52/611.

Court of Chancery of New Jersey.

Sept. 12, 1923.

(Syllabus by the Court.)

Bill by the New Jersey Photo Engraving Company against Carl Schonert & Sons, Inc. Petition of the American Oil & Supply Company for an order permitting the filing of a claim with a receiver as in due time. Denied.

Kessler & Kessler, of Newark, for complainant.

Morris H. & Charles E. Colin, of Newark, for receiver.

WALKER, Ch. A receiver having been appointed for the defendant corporation, an order was made December 8, 1922, requiring creditors to present their claims to him within two months or be excluded from the benefit of dividends. And now, August 18, 1923, a petition is presented on behalf of the American Oil & Supply Company setting up that it is a creditor of defendant; that it received no notice of the order limiting creditors; that it attempted to file its claim with the receiver August 1, 1923, but that it was rejected because barred by lapse of time; and petitioner prays for an order permitting the filing of its claim with the receiver as of time. This paper was signed in the name of the corporation, "Per G. A. Boyce, Atty. in fact." Attorneys in fact have no audience in the court of chancery, and are without right to practice at its bar. They cannot appear as solicitors of record for corporations or others.

I do not say that a corporation cannot file a claim with a receiver without the Intervention of a solicitor. On the contrary, I say it can. A corporation's claim may be drawn up by one of its officers or employees or any one acting in its behalf, and, if he knows how to do it, he can append an affidavit to the claim, and, after it is sworn to by an officer or agent of the company having knowledge of the facts, it may cause the verified claim to be lodged with the receiver, just as an individual creditor of the concern may do. But, after the expiration of the time in the order limiting creditors, an order extending that time can only be obtained by application to the court, which application must be made by the party in person or by solicitor.

Now a corporation is an artificial person, and therefore cannot personally appear. It acts in affairs of business by its officers and agents representing It, and may even be an executor, etc., by virtue of the statute just as a natural person can. But not every natural person can be a lawyer. A corporation acts in affairs of law through its attorneys and solicitors, and, in the nature of things, must so act. Consequently, it can only apply for an order through a solicitor, as only members of the bar have audience in the courts, and corporations cannot be admitted to the bar. In Dan. Ch. Pl. & Pr. vol. 1, § 146, It is stated that, where corporations aggregate are sued in their corporate capacity, they must appear by attorney and answer under the common seal of the corporation. See, also, Ransom v. Stonington Savings Bank, 13 N. J. Eq. 212. They may adopt and use any seal pro hac vice. Id. See the form of a jurat to the answer of a corporation. Dick. Ch. Proc. (Rev. Ed.) p. 115. In the same work in the forms of affidavits to bill, at page 17, is one by an attorney in fact. This, however, does not refer to the case of a corporation. It is the case of a complainant out of the state, and who has constituted an attorney in fact under a power of attorney executed and delivered. That only permits him to file the bill, not to appear as the advocate, of the complainant; and, indeed, it could not authorize him to do the latter. In a footnote (c) it is said that the form was prescribed by the chancellor in Bank of Orleans v. Skinner, 9 Paige (N. Y.) 305. This case, however, has nothing to do with an attorney in fact. It was one in which the chancellor said that the counsel for the bank...