Taylor v. Branham

• Decision Date: 23 January 1895
• Citation: 17 So. 552,35 Fla. 297
• Parties: TAYLOR et al. v. BRANHAM et al.
• Court: Florida Supreme Court

17 So. 552

35 Fla. 297

TAYLOR et al. v. BRANHAM et al.

Florida Supreme Court

January 23, 1895

Error to circuit court, Orange county; John D. Broome, Judge.

Action by A. G. Branham and E. A. Pearce, partners under the firm name of A. G. Branham Co., against G. Taylor, Collis Ormsby James A. Knox, and others, as partners doing business under the firm name of the Florida Orange Hedge Fence Company. There was judgment for plaintiffs, and defendants bring error. Affirmed.

Syllabus by the Court

SYLLABUS

1. A corporation created by and under the laws of Tennessee, or any other jurisdiction, cannot come to Florida, and exercise corporate functions here, without becoming incorporated under the laws of Florida; and, if it attempts to do so, its liabilities contracted here rest upon its members or stockholders in this jurisdiction as partners, and they will here be treated as, and held to be, merely partners.

2. A corporation can have no legal existence out of the boundaries of the sovereignty by which it is created. It exists only in contemplation of law, and by force of the law, and where that law ceases to operate the corporation can have no existence. It must dwell in the place of its creation, and cannot migrate to another sovereignty. And, where a number of individuals assume to act in a corporate capacity in a state where they have not been clothed with corporate existence and authority, they cannot there be recognized as a legally constituted corporation, though they may have been duly incorporated in another state; and such persons, in the state where they assume corporate capacity, will be treated as, and held to the responsibility of, partners, both in courts of law and equity.

3. Where a judgment gives the style of the cause, at its head with sufficient definiteness to show without doubt that the 'plaintiffs' and 'defendants' referred to therein as such are the same individuals that are named and designated as such in the declaration, and throughout the proceedings composing the record in the cause, such judgment is not void, for vagueness or indefiniteness, if it fails, in the body thereof, to give the names of the plaintiffs and defendants for and against whom it is rendered. While it is best that a judgment should be so complete, within itself that the officer issuing the process to enforce it can see at a glance the parties for and against whom such process is to be issued, yet if the parties for and against whom it is rendered are so referred to therein as that a reference to its caption, or to the pleadings, process, and proceedings in the action, will make certain the names of the parties thus referred to, it is sufficient. Every judgment may be construed and aided by the entire record.

COUNSEL

E. R. Gunby and Beggs & Palmer, for plaintiffs in error.

William H. Jewell, for defendants in error.

OPINION

TAYLOR J.

The defendants in error, as plaintiffs below, sued the plaintiffs in error, as defendants below, in the circuit court of Orange county, in assumpsit, upon an account for work and labor and materials, the suit being instituted against the defendants as former copartners. All of the defendants appeared by attorney, and all joined in a plea of nil debet. Although this form of plea is expressly prohibited by our sixty-eighth rule of practice, in common-law actions, the plaintiffs joined issue thereon. After thus joining issue, the parties, by consent, had the cause referred to an attorney, as referee, for trial. On motion before the referee, the defendants were allowed to amend their pleas. By virtue of this permit to amend, the defendants, on May 23, 1889, interposed the following plea in abatement: 'And now comes James A. Knox, one of the defendants, and for himself and the other defendants herein, for plea to above action, says that the defendants never were partners trading as the Florida Orange Hedge Fence Company, but that the Florida Orange Hedge Fence Company was and is a corporation duly and legally organized under the laws of Tennessee, and ithe said defendants therefore ask to be dismissed, with their costs,' etc. Issue being joined on this plea, the parties held a separate trial before the referee upon the special issue thus presented on the 23d of January, 1890. To sustain their plea, the defendants introduced a certified copy from the secretary of the state of Tennessee of a charter of incorporation to the Florida Orange Hedge Fence Company, creating it a corporation of and in the state of Tennessee. They also introduced as a witness the defendant James A. Knox, who testified, in substance, that he was secretary of the Florida Orange Hedge Fence Company, and custodian of its papers; that the defendants sued herein were on the 1st of January, 1887, and still were, stockholders in said corporation; that he was present when the Florida Orange Hedge Fence Company organized in Orlando, on the 5th day of March, 1885; that he was a director, by election, on that date, and was one of the original stockholders; that they organized under the charter already offered in evidence. This comprised the entire evidence offered to sustain said plea. The referee overruled the plea, upon the ground that a corporation cannot be legally organized in this state under a charter granted by another state. Upon overruling this plea, the referee allowed the defendants until the first Monday in February, 1890, to file pleas. On the 3d of February, 1890, all of the defendants interposed the plea of 'Never was indebted,' and the defendant G. Taylor on that day filed also a special plea to the effect that he had no interest in the said company; that the only interest he has or has ever had therein is as administrator of the estate of one J. C. Fleming, deceased; that J. W. Childress, one of the original incorporators of the defendant company, gave the said Fleming, in his lifetime, 50 shares of the stock of said company, but failed to have same issued to him in his lifetime; that after his death he became administrator of the estate, and, at the request of the heirs of the said estate, he consented that said stock should be issued to him, but that, instead of said stock being issued to him as administrator of said estate, the officers of said company issued them to him individually, but that he has no interest in the said stock, except as administrator as aforesaid; and that neither he nor the said Fleming ever assumed any liability of the said company.

By agreement of counsel representing all parties, the cause was set down for trial on February 17, 1890, and on that day the referee rendered judgment in favor of the plaintiffs, the judgment being in the following form:

' In the Circuit Court, 7th Judicial Circuit of Florida, Orange County. A. G. Branham & Co. v. Collis Ormsby et al., Doing Business as the Florida Orange Hedge Fence Co. On the 17th day of February, A. D. 1890, the above cause came on to be heard, and after argument of counsel, and a careful examination of the testimony, I find that the defendants are indebted to the plaintiffs in the sum of eight hundred and thirteen dollars and thirty cents, as principal, and seventy-five dollars and eighty-three cents interest. It is therefore ordered and adjudged that the plaintiffs do recover of and from the defendants the sum of eight hundred and eighty-nine dollars and

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