2 Paige Ch. 43 | New York Court of Chancery | 1830
Although the agreement to convey this lot was made before the society was incorporated, yet in equity the agreement ought to be carried into effect with the corporation, which now represents the rights of the original associates. This principle is recognized in a late case before the supreme court of the United States, (Beatty v. Kurtz, 2 Peter’s "Rep. 566.) The defendants do not deny this equitable principle; but as they have no legal remedy against the complainants for a debt which became due before they were a corporation, they insist it is inequitable that the corporation should have a conveyance of the lot without paying or securing that claim. It is pretty certain that, the defendants cannot recover this debt against the corporation in a court of law. The authorized agents of the complainants have never agreed to pay it since they were incorporated, but on the contrary have uniformly refused to do so. I think it is perfectly equitable and just that it should be paid by the corporation, who have had the benefit of the labor and ad
The defendant Ehle has no claim to retain the legal title to his share of the premises, and must therefore-forthwith conyey^ the same to the complainants. .The defendants Leiber and Failing must also convey to them the other undivided half of the premises, provided the complainants within six months after this decree to pay to Leiber or his solicitor the said debt and interest thereon from the 5th June, 1819, and his costs of this suit and in the partition suit to be ascertained and taxed by one of the vicé-chancellors or a taxing mastér, and also pay to the defendant Failing or his solicit- or his costs, to be ascertained and taxed in like manner. If the complainants neglect to" pay the said several sums within that time, the undivided half of the property must be sold by a master, and the amount paid out of the proceeds of the sale. And if the proceeds are not sufficient to pay thé whole amount of debt and costs, including the costs of this suit, Liber and Failing are to have execution against any other property of the corporation for the costs of this suit, or for so much thereof as remains unpaid on such sale.
