12 S.D. 529 | S.D. | 1900
This is an action to recover of the defendant for fie back rent of premises leased to the Mellette Creamery Company, a corporation, and for rent accruing during the occupancy of the premises by the defendant, a corporation. Verdict and judgment for the back rent were rendered for the plaintiff, and defendant appeals.
Prior to May 1897, a corporation known as the Mellette Creamery Company rented certain premises belonging to the plaintiff, and at about the date mentioned was indebted to the plaintiff for a balance of $110 due on account of such rent. The Mellette Creamery 'Company being unsuccessful in its business, the Cornish, Curtis & Green Company, a corporation doing business in St. Paul, and holding a mortgage upon the machinery of the Mellette Creamery Company, concluded to organize a new company, which should take the property of the Mellette Creamery Company and continue its uusiness. Thereupon F. D. Culver, an agent of said company, came out to Redfield to ascertain upon what terms the building rented from the plaintiff could be obtained for such new corporation. He had two or more interviews with the plaintiff, in which the
' As a general rule, contracts made for or on behalf of a proposed corporation to be thereafter organized, by its promoters, will not be binding upon the corporation; but to this rule there are many exceptions. A corpora lion may, in its corporate capacity, adopt the contract made for or in its behalf, or it may adopt the contract by accepting the benefits so made
On the trial the defendant offered in evidence a paper which it claims was the written agreement entered into between Culver and the plaintiff, and embodied all their previous negotiations regarding the leasing of the premises. This memorandum reads as follows: “In consideration that the creamery now operated on premises leased by me to the Mellette Creamery Company is continued in operation for the season of 1897 and 1898 by said company or its successors, I agree to donate as a bonus to said company all rents past due and unpaid under the lease of said premises, but said past-due rent shall not be donated unless said creamery is operated during the term aforesaid. I further consent that said'company may sublet said leased premises to its successors. [Signed] Alonzo Chase.” It will be observed that by the terms of this memorandum the plaintiff stipulates that in case the creamery is continued in operation during the season of 1897 and 1898 by the Mellette Creamery Company or its successors, he agrees to donate as a bonus the past-due rents, and consents that said company may sublet said leased premises to its successors. Neither the Mellette Creamery Company nor its successors
There were other questions discussed by counsel for the appellant, but, in the view we take of the case, it is not necessary to further consider them in this opinion. The judgment and order denying a new trial are affirmed.