2 Ala. 699 | Ala. | 1841
— Thp, points made by.the assignment of errors, are—
1. The suit should have been brought in the name of the corporation, and not its Treasurer.
2. If the suit was properly brought, it should have been dis* imctly averred in the declaration, that the plaintiff was the Treasurer .of the corporation.
The reasonable interpretation of the note upon its face is, that it is an engagement to pay a sum of money to which the Manual Labor institute was entitled, and the Treasurer, as its proper depository, was to receive it. In this view, no legal right to sue vested in the Treasurer, the corporation was the party contracted with, and in its name the action should be brought.
Where a contract appears to have been made with a corporation, though agents are employed to effect it, and there be a written promise to pay the agents eo nomine, it has been held, that the corporation must sue for the breach of such a contract. [Gilmore v. Pope, 5 Mass. Rep. 491. See also Bower v. Morris, 2 Taunt. Rep. 337; African Society v. Varick, 13 Johns. Rep. 38. See also 1 Pen. Rep. 115.]
In Ewing v. Medlock, 5 Porter’s Rep. 82, a promise in writing was made to the treasurer of an unincorporated association of individuals — it was held, that the contract was not with the individual who might be treasurer, but with the association; and that the treasurer could not .maintain an action upon it. All the reasoning employed in .that case,, goes to shew, that the present suit is improperly brought.
We have considered .this case upon the assumption, that the Manual 'Labor Institute was a corporation, without citing the statute that made it such, because its corporate character is undisputed ; but whether it be corporate or otherwise, the decision of the question examined must be the same.
Without examing the second point made, the judgment of the Circuit Court is reversed..