61 Vt. 598 | Vt. | 1889
This was an action of debt for goods sold and! delivered, and upon certain notes given therefor, and also upon R. L. sec. 3279, which provides that in case debts aré contracted by a corporation by voluntary association before compliance with the provisions of the preceding section, 3278, the president and* directors shall be personally liable for such debts.
The defendants named in the writ are four in number, but of these only two, Morrill and Lamson, are before the court; and* in disposing of the first aspect in which the case is brought, it i» sufficient to say that the record fails to show that either of these-defendants bought, ordered or contracted for the goods in question, or signed the notes given therefor, or that the goods were-sold or notes accepted by the plaintiffs upon their credit. The judgment being in favor of the defendants, we are bound to presume, since none of these facts appear from the exceptions to-have been found for the plaintiffs, that they were found for the ■ defendants. There is clearly no ground, therefore, upon which the defendants can be held directly liable upon the first three-counts in the declaration.
The last three counts are upon sec. 3279, R. L., and seek to-hold .the defendants as directors of a corporation by voluntary association under the laws of this State. Without passing upon the question of whether this section is to be regarddd as penal or remedial, it is sufficient to say that the liability imposed by it. being a purely statutory one, it is not within the province of the-courts to enlarge or alter its -provisions, which are clear and unambiguously construction. It is clear that the conditions precedent to the creation of a liability under that Section are, first, the existence of a corporation, recognized as such by the laws of this State; second, the contracting of debt by such corporation p and third, a failure to comply with the provisions of section 3278 before the contraction of such debt.
Our statutes provide, R. L. ss. 3276, 3277, that three or-more persons, who by articles of association in writing, the substantial form of which is prescribed by sec. 3277, associate-
The articles of association which were drawn up in this case were signed by all the defendants, but, as the exceptions show, were signed upon the understanding and agreement that “ they were not to take effect until certain things were done, which were never done and the articles never did take effect.” This finding of fact by the court below is conclusive that no corporation ever entered into existence; and there being no corporation, there could be no directors, and no liability under section 3279.
The judgment of the County Court as to the defendant Morrill is reversed, and judgment rendered against him for the amount shown by the plaintiffs’ specifications, and interest,, and as to the defendant Lamson, the judgment of the County-Court is affirmed.