Ward-Truitt Co. v. Bryan & Lamb

• Decision Date: 26 February 1916
• Docket Number: 278.
• Citation: 87 S.E. 1037,144 Ga. 769
• Parties: WARD-TRUITT CO. v. BRYAN & LAMB ET AL.
• Court: Georgia Supreme Court

87 S.E. 1037

144 Ga. 769

WARD-TRUITT CO. v. BRYAN & LAMB ET AL.

No. 278.

Supreme Court of Georgia

February 26, 1916

Syllabus by the Court.

The evidence in the case demanded a finding for the plaintiffs and the court, having properly directed a verdict in their favor, erred in setting it aside upon motion of the defendants.

Error from Superior Court, Twiggs County; W. W. Larsen, Judge.

Action by the Ward-Truitt Company against Bryan & Lamb and others. Judgment for defendants, and plaintiff brings error. Reversed.

Evidence held not to show organization of corporation so as to relieve members of partnership liability.

Ward-Truitt Company brought suit upon certain promissory notes dated December 21, 1911, against S. A. Bryan and C. B. Lamb, as partners in the name of Bryan & Lamb. The defendants filed a plea denying that they were partners at the time of giving the notes, and setting up that, while they had been partners the partnership had been dissolved and a corporation formed with the two named individuals as officers and stockholders of the same; that the corporation had been adjudicated a bankrupt and discharged in the bankruptcy court; and that the plaintiffs had notice that the notes sued upon had been listed as claims provable in bankruptcy, and, having been discharged in bankruptcy, the corporation was relieved of the payment of any claim or debt provable in bankruptcy. Upon the trial of the case the plaintiff introduced the notes sued on all payable to the plaintiff, and signed "Bryan and Lamb."

S. A. Bryan testified as follows:

"I am a stockholder in the corporation of Bryan & Lamb, which was organized under charter, with the following officers elected, viz.: I was elected president and treasurer; and Mr. Lamb was elected vice president. This concern did a mercantile business, but we never kept any minutes of our affairs, as there was only Mr. Lamb and myself in the business. These notes on which Bryan & Lamb is being sued were given for goods bought by Bryan & Lamb from the plaintiff. We dealt with the plaintiff in the purchase of these goods and the giving of these notes as a corporation, and the plaintiff so understood it. Mr. Truitt, who is a partner in the plaintiff company, came to me on one occasion and begged me for an hour to sign the note (that I have in my hand) personally, and told me that he knew we were incorporated, but that he wanted my personal signature to the note, and I refused to indorse it. However, Mr. Truitt prior to this time had got me to indorse some notes that were paid. I refer to these notes in hand, which are signed 'Bryan & Lamb' and 'S. A. Bryan.' These other notes which we are being sued on Mr. Bryan tried to get me to sign also, but I refused to do it. He knew at that time that we were incorporated, and all of our creditors knew it. We dealt with the Ward-Truitt Company as a corporation, and neither Mr. Lamb nor myself would sign these notes; in fact, there was never any partnership between Mr. Lamb and myself under the name of Bryan & Lamb after this charter was granted, during the period of our dealings with Ward-Truitt Company. These notes sued on are a corporate undertaking. Neither Mr. Lamb nor myself ever authorized anybody to sign our names to notes as partnership or individuals. The partnership business of Bryan & Lamb, composed of S. A. Bryan and C. B. Lamb, was started the year before this charter was granted, and we ran the business as a partnership until 1908, until we could get the charter. I do not recall whether we ever did any business with the firm of Dougherty, Ward, Little & Co., and I don't think I knew Mr. Truitt when he was with that company. We never did get a copy of our charter from the clerk. When I say that we were organized as a corporation, I mean that after the charter was granted we went ahead and agreed on who would be the officers. There was nobody besides Mr. Lamb and myself to say anything about it. We did not have any subscription for the capital stock, except between ourselves, and we didn't agree to become stockholders by signing any writing. There was no stock in the company ever issued to us. We just paid in what we had; turned the business we already had over to the company. We didn't have any minutes, or stock subscription, or stock certificates, but we had applied for the charter, and it was granted. After the charter was granted we didn't make any changes in our books at all, except in the usual course of business, such as charges and

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