Cunningham v. Glauber

61 Misc. 443, 115 N.Y.S. 259

• Court: New York Supreme Court
• Decided: December 15, 1908
• Status: Published

Opinion

Bischoff, J.

This action, brought against the directors of a stock corporation, after -voluntary dissolution to recover damages for a negligent injury for which the corporation was answerable, proceeds upon the theory that section 30- of the General Corporation Law applies, and the case of Marstaller v. Ogden Mills, 148 N. Y. 398, is cited as an authority for the plaintiff. By section 57 of the Stock Corporation T,aw (enacted in the year 1896) specific provision is made for the enforcement of demands against a stock corporation after voluntary dissolution, it being declared: “ Said corporation shall nevertheless continue in existence for the purpose of paying * * * any existing debts * * * and may sue and be sued for the purpose of enforcing such debts and obligations.” Marstaller v. Ogden Mills was a case of a business corporation, and the matters in suit arose prior to the enactment of section 57 of the Stock Corporation La,w, hence that authority has no application to the present controversy. The special provisions of section 57 of the Stock Corporation Law must necessarily control over the general provisions of section 30 of the General Corporation Law in a case thus specially provided for (see O’Reilly v. Greene, 18 Misc. Rep, 423, 426), and, accordingly, the cause of action stated in the complaint was one which continued against the corporation, not against the directors as trustees for the purposes of a suit. The demurrer must, therefore, be sustained, with costs.

Demurrer sustained.