34 N.J.L. 142 | N.J. | 1870
This is an action of trespass ©n the case. The ground of action alleged is, that the defendants unlawfully interfered with and suspended the motive power of a mill used for the manufacture of sewing silk, in which the plaintiffs were interested. The demurrer raises the question whether the declaration discloses a right of suit in the plaintiffs.
In order to answer this inquiry it is necessary to ascertain with definiteness the relative position of the plaintiffs, with respect to the business which it is averred has been unlawfully interpreted. The statements upon the record upon this point are substantially these, viz., that the plaintiffs, being the lessees of'two rooms in the mill in question, and of a motive power of a certain designated degree to be used therein, and to be taken from the main shaft, and also of a certain dye-house and a shed containing a boiler, became incorporated under the name of the “Dale Manufacturing Company,” and transferred to said corporation their said manufacturing business. It is further averred that the said plaintiffs retained the said lease and paid the rent thereon, and that they allowed the corporation to occupy said premises, and charged it with the rent so paid; that the plaintiffs .agreed to furnish all the raw stock and received all the manufactured products of said business which were made for the plaintiffs by the said company, under a contract to that ■effect between them.
By force of these statements, I think the legal construction must be that the Dale Manufacturing Company is the tenant of the plaintiffs, and is the proprietor of the business in ques
The facts set forth in the declaration cannot be controlled by indefinite averments to the effect that the plaintiffs are-the real parties in interest. The plaintiffs themselves say that they transferred this manufacturing business to the corporation, and that it. pays the rent of the premises, and has entered into an agreement to the effect that the. plaintiffs are entitled to the products of the manufactory. These incidents clearly constitute the corporation the manufacturer in the legal possession and use of the mill. It is true that the raw stock was furnished by the plaintiffs, but this was by force of a contract with the company, and cannot place them in the position of principals in the business. Not a fact appears which indicates that the plaintiffs, except as stockholders of the company, have the right to exercise any control over this business, or that any liability with respect ,to it is imposed upon them. They sub-let the premises and-agreed to furnish the raw material, and that is their whole contribution to the affair. It is to be presumed, as the pleading is silent on the subject, that the corporation is to be at the expense of running the mill in all respects except in procuring the stock for manufacture.' From these facts, then, I think, as lias been already stated,- that the inference must be drawn, that the company is the manufacturer, and the plaintiffs are interested in the business in the triple character of .stockholders,, lessors, and as contractors for all the materials in their manufactured form.- The point then is presented: have the plaintiffs a right of action, by virtue of either of these three characters, for the wrong which is stated in the declaration ?
Regarding, as I' do, the corporation as the manufacturers, it is clear that it is the first and immediate sufferer from the illegal acts imputed’ to the defendants. In this respect the allegations of the pleadings are, that the defendants interfered with the motive power of the mill, sometimes by removing
But the present case must rest upon a ground far in advance of this doctrine, for the plaintiffs claim that they also have the right to demand of these defendants, as wrong-doers, reparation for the loss of their anticipated profits. In making suck a claim it cannot be pretended that these parties gain any strength from being the lessors and stockholders of the company. Such characteristics are entirely foreign to the matter. As stockholders, they are, it is true, affected by losses arising from trespasses upon the rights of the company ; but for such trespasses the remedy must be sought in the name of the corporate body. Their only standing in which there is a semblance of substance is, that .they are contractors with the corporation for all the products of the manufactory. The loss, then, which they seek to recover is the second profit on the manufactured article. The first profit is made by the company — and I have said that for the
The principle of law which alone will sustain such an action is this: that a suit will lie against a wrong-doer who prevents, either in whole or in part, a promiser from fulfilling his contract to the loss of the promisee. The rights of the plaintiffs all flow from their contract with the “ Dale Manufacturing Companyby reason of the defendant’s wrongful acts the company cannot manufacture as many goods for the plaintiffs as otherwise would have been the case • the misconduct of the defendants, consequently, has diminished the benefits which would have resulted from their con
Erom certain expressions to be found in the declaration in this case it seems to be indicated that the pleader was aware of the difficulty of the suit growing out of the legal principle above referred to, and in some measure endeavored to obviate it. There is a slight coloring given to the affair, vaguely suggesting the notion that the plaintiffs were the manufacturers, the business being done merely in the name of the corporation. As such a use of corporate privileges
In any aspect of the case, therefore, as it seems to me, the demurrer must be sustained.
Woodhull, and Van Syckel, Justices, concurred.