Weiss v. Arnold Print Works

188 F. 688, 1911 U.S. App. LEXIS 5217

Opinion

COXE, Circuit Judge.

The defendant, though bearing the same name as the corporation which made the contract, is a totally distinct corporation. All of the agreements alleged in the complaint were made before the defendant came into existence. The promise of the officers of the existing-corporation might bind them individually, but could not bind a corporation not then in esse. If A. agrees to secure the' émploynient of B. by C. and C. does not employ B., B. -has no cause of action against C. • Assuming the agreement to be valid and upon sufficient consideration, B. might have an action for damages against A., but in order to hold C., it must be shown that he was a. party to the contract. If B. does work for C. with the latter’s knowledge .and i consent, C.. might be sued upon a quantum meruit for the value, qf -B.’s services but not upon a contract, for the reason that C. has made. no. contract.

The. demurrer is sustained with costs, with leave to> the plaintiff to amend within 20 days after entry of order on paying costs, of demurrer.