Perkins v. Rouss

78 Miss. 343

Opinion

Calhoon, J.,

delivered the opinion of the court.

Appellants formed a mercantile partnership under written articles, with the firm name of “ R. A. Miller Co.,” and began business in February, 1893. Their statement that when they Legan they had the purpose to change it into,a corporation cannot, of course, have any effect whatever on the case before us. In fact, they proceeded as a partnership and, in fact as ■such, opened.an account with appellee in February, 1893, and continued purchases from him that year and the year 1894, the account showing debits and credits, and Rouss having no notice of the corporation.

■ On October 23, 1893, they procured a charter as “R. A. Miller Co.,” but did not have it recorded in the chancery clerk’s office of the county of the business, and they gave no notice to their creditor correspondents of the change from a partnership to a corporation, and are therefore bound. We agree with the chancellor on the facts and the law, and we think his conclusion right, even if section 189 of our constitution, and code § 835, are merely directory, which we do not now decide. If sued as a corporation, they could not defend, because of defective organization (code, § 841), but they certainly cannot defeat personal liability to creditors without notice, because of their negligence.

Affirmed.