Macbean v. Irvine's

7 Ky. 17, 4 Bibb 17, 1815 Ky. LEXIS 18

• Court: Court of Appeals of Kentucky
• Decided: April 13, 1815
• Status: Published

Opinion

OPINION of the Court, by

Judge Owsley.

This was an action by petition and summons, brought by the defendants in error in the court below, on the following writing, viz,

“Madison Hemp-Mill, 3rd September 1810 — Due Captain Christopher Irvine one hundred and sixty-five dollars 75 cents, for 27cwt 2 19 hemp delivered by him J at the. Factory. W. Macbean, president of the Madison Hemp an dFlax Spinning Company.’’

A petition 2c fummons, a-gainft n corpora, lion, fervKrt on the prefidt r.t, cannot aurho rife a judgment at,rainft the present individually*

The petition was drawn against the corporation» ¾¾⅜ the summons issued against Macbean, the president of the company. Macbean appeired and filed a demurm* to the petition# which being joined by the id pin tiff in that court, was overruled by the court anil judgment rendered for the amount of the note. To reverse this judgment Macbean has prosecuted this writ of error with supersedeas.

Owing to the great irregularity in the proceedings, wc have had considerable difficulty in ascertaining against wham the judgment of the court below is entered. We are, however, ineMncd to think it a judgment against Macbean, and has been so properly treated by him in prosecuting this writ of error.

Whether, however, it be considered as against him, or the corporation, in either point of view we aré of opinion it is erroneous and must be reversed. ,

If it be a judgment against Macbean, it is erroneous, for it is clear as the petition is against the corporation, it cannot authorise a process or judgment against Macbean; and if itbe a judgment against the corporation, it is equal* ly erroneous ; for by no principle oi law can the corporation he made liable under the writing which forms the basis of the action.

The corporation certainly cannot be liable, according to tie principles of the common law : fpr by those principles it could not otherwise contract but under the seal of the corpovaiio ■ ; and its liability cannot be created under the statute, for whatever power may he considered as having vested by the statute, in. the president and directors conjointly, it is plain no power is thereby given to the president alone,' to bind the corporation by his contráete.’

The judgment must therefore he reversed with costs*