78 N.Y. 131 | NY | 1879
The plaintiff's right to maintain these actions is founded upon a transfer, made by the Manhattan Glove Company, a corporation organized for manufacturing purposes, of property, to secure a loan made to it by one Armstrong by a pledge of such property. It appears that prior to May, 1872, there were three trustees of the company, and that one of these resigned, leaving only two after such resignation. One of the two, who was also treasurer and general agent, had charge of the company's property and business. The two trustees left a certain portion of their goods with Messrs Beeber Co. to be sold on commission. Armstrong demanded payment of his debt, and the company not being *134 able to pay the same, made to him an assignment of goods which then remained unsold in the hands of Beeber Co. and the proceeds of goods which had previously been sold. The plaintiff, as assignee, became entitled to Armstrong's interest in the goods and the money.
The first entitled action was brought to recover the value of a quantity of goods in the hands of Beeber Co. levied upon by the sheriff, by virtue of an attachment in favor of and by the direction of the defendants and converted to their use. The second action was brought by the plaintiff to recover of Beeber Co. moneys received by them for goods sold, which demand had been seized by the sheriff, by virtue of an attachment issued in favor of the defendants Lewis against the Manhattan Glove Company. Upon the application of Beeber Co., the defendants Lewis and another party, who claimed the balance in the hands of Beeber Co., were substituted in the place of the latter, and the defendants Lewis put in an answer claiming the moneys in question as creditors of the Glove Company.
The defendants claim that the sale made by the corporation was void for want of authority inasmuch as the statute in regard to manufacturing corporations requires that there shall not be less than three trustees and three stockholders, and as there were only two, the corporation could not pledge the property. And even if there was authority, as the corporation was evidently insolvent, the assignment giving a preference was void. The objection that the corporation can only act in the mode prescribed by law we think is not available in these actions, and the defendants are not in a position to raise the same. The corporation received the money loaned from the plaintiff's assignor, and gave title to the property in question for the purpose of securing the same. Although only two trustees acted in making the arrangement, this fact does not authorize the corporation to set up such a defense against the plaintiff's demand. Having received the benefit of the contract which has been executed, even although it may have been made without *135
express authority, it must be allowed to stand, as the plainest rules of good faith demand. (Parish v. Wheeler,
Aside from the consideration suggested, much less should the defendants be permitted to step in and defeat the very purpose in view between the contracting parties, viz., the security given for the money loaned. They are entire strangers to the transaction, and have had no connection with it. They cannot go back of the assignment, and thus collaterally impeach a transfer for a want of formalities imposed by statute for the benefit and protection of others. None but the corporation and its stockholders or creditors can impeach a transfer of property by the corporation for the want of the previous action of the board of directors; and then only by a direct action brought for that purpose. (Eno v. Crooke,
The point now urged, that the sale was fraudulent and void as against creditors, and that no title passed thereby, is not well taken. If any presumption of fraud arose from the fact that Beeber Co., who were mere commission merchants, remained in possession, it was entirely rebutted by proof of good faith in the sale and that the same was made without any intent to defraud creditors. But no such point was made upon the trial, and the question, therefore, does not now arise.
There was sufficient evidence to show that the defendants were connected with and took part in taking the goods. They were seized upon process issued in favor of the defendants. Their attorney appeared when the plaintiff attempted to establish his title by the aid of a sheriff's jury, and at his request an adjournment was had, upon stipulating that a bond of indemnity should be given. The attorney also received a portion of the proceeds of the sale of the goods. These facts, which were not controverted by the evidence of any of the defendants, showing a want of authority of the attorney, sufficiently establish an interference with the property by the direction and the authority of the defendants, and render them liable for the conversion of the same.
As to the second action, the defendants stand in the place of Beeber Co.; and it being clear that the moneys in question belonged to the plaintiff, and are only claimed by virtue of an attachment which, as we have seen, could confer no title, they cannot escape liability. The sheriff who *137
attached the moneys as the property of the glove company cannot contest the good faith or validity of the transfer to the plaintiff, and the defendants have no such right. An attaching creditor cannot maintain an action to set aside an alleged fraudulent assignment of a chose in action which the sheriff has attached; Thurber v. Blanck (
The defendants have voluntarily thrust themselves into the case, assuming to defend in the place of Beeber Co., by virtue of the attachment, and occupy the position of the original defendants, and must take the consequences of their own act. It is no answer to say that they have not received the amount, as the money was paid into court, to await the decision of the case, by their instigation. But for this, the plaintiffs would have recovered of Beeber Co.; and as the defendants have prevented such recovery and made out no defense, they are clearly responsible. The judgment provides for the payment of the money in court to the plaintiff, who is entitled to the same, and hence the defendants are held only for the deficiency.
The judgments were right in each of the actions and should be affirmed.
All concur.
Judgments affirmed.
