Vanneman v. Young

• Decision Date: 21 June 1890
• Citation: 52 N.J.L. 403,20 A. 53
• Parties: VANNEMAN v. YOUNG et al.
• Court: New Jersey Supreme Court

20 A. 53

52 N.J.L. 403

VANNEMAN

v. YOUNG et al.

Court of Errors and Appeals of New Jersey.

June 21, 1890.

(Syllabus by the Court.

Error to circuit court, Camden county; before Justice GARRISON.

J. J. Crandall, for plaintiff in error. Grey & Grey, for defendants in error.

DIXON, J. On November 9, 1886, a certificate for the incorporation of the Clayton Bottle Works under our act concerning corporations (Revision, 175,) was recorded in the clerk's office of the county of Gloucester, pursuant to section 11 of said act, but was not filed with the secretary of state until August 17, 1887. Section 13 of the act provides that "upon making said certificate, and causing the same to be recorded and filed as aforesaid, the said persons so associating, their successors and assigns, shall be, from the time of commencement fixed in said certificate, and until the time limited therein for the termination thereof, incorporated into a company by the name mentioned in said certificate." Between November 9, 1886, and August 17, 1887, the plaintiff sold to the Clayton Bottle Works, as a corporation, certain materials which were used in its business, and after the last date, viz., on September 23, 1887, accepted the note of the corporation for the price. Subsequently the plaintiff brought suit for the price against those persons who had associated themselves for the formation of the company, insisting that, as the certificate had not been filed with the secretary of state at the time of the purchase, the incorporation had not taken place, and therefore the associates were liable as partners. At the trial the plaintiff was nonsuited, and the rendering of such judgment is now assigned for error.

The statute above mentioned authorized the incorporation of the associates. The bona, fides of their attempt to incorporate themselves in accordance with its provisions is unquestioned, and the contract of the plaintiff was entered into upon the assumption that he was dealing with a corporation de jure. The failure of the associates to observe exactly the directions of the statute did not in the least impair the rights which the plaintiff intended to secure by his contract. Under these circumstances the plaintiff cannot bring into question the legality of the incorporation "Where the law authorizes a corporation and there is an effort, in good faith, to organize a corporation under the law, and thereupon, as a result of such effort, corporate functions are assumed and...