15 N.Y. 96 | NY | 1875
The judgment against the defendants, other than Walbridge, cannot be sustained without substantially overruling Landers v. Staten Island R. R. Co. (53 N. Y., 450). The cause of action did not arise within the city of Brooklyn or the county of Kings, and there was no claim upon the trial that either of the defendants, except W albridge, had at any time resided or that they liad been served with process within that city or county. The jurisdi ction of the court was made to rest, and was sustained by the City Court, upon the fact that Walbridge, one of the defendants at the time of the commencement of the action, resided in the city of Brooklyn.
In case of a joint debt or obligation, if one of the joint debtors should reside or be served with process within the jurisdiction of the court, it may well be that the action might proceed to judgment, under the joint debtor act, and a recovery be had, in form, against all, but which should affect only the individual property of the defendant served with process and the property owned jointly by all. (Code, § 136, sub. 1.) That question is not before us. The judgment did not proceed upon that ground, and was not in the form authorized by that statute. The liability sought to be established was not joint. It was either joint or several, as the plaintiff might elect to sue one or all, or as one or all might be served with process. The trustees of a manufacturing corporation are made jointly and severally liable for the debts of the company by the omission to make the annual report required by statute. (Laws of 1848, chap. 40, § 12.) As the defendants were severally, as well as jointly, liable, it was a proper case for a several judgment against Walbridge, if a case was made for a recovery against him; but the judgment must be reversed as to the others for want of jurisdiction, and the error in the charge upon that question. (Code, § 136, sub. 2; id., § 12.) It does not detract from the usefulness of the court or its character to confine it, in the exercise of its jurisdiction, within the constitutional limits. It is an important and efficient tribunal in the city of Brooklyn, and, by its. ability and dispatch, attracts to it much of the important and difficult litigation of that city, and the importance of the questions or the amounts litigated before it are not second to those which come before
It only remains to consider the liability of Walbridge upon the merits. As the jury have found that he was a resident of the city of Brooklyn, and he did not, in his answer, make any question as to the jurisdiction, the judgment must be affirmed as to him, unless error was committed to his prejudice upon the trial.
The judge, at the trial, fairly submitted the questions of fact to the jury, and the verdict is final in this court, there being competent evidence in support of it. The employment of the agents was not required to be in writing or by formal resolution. Neither the corporate seal or a formal resolution of the managers is necessary to the making of a valid contract by a corporation, and the defendants’ counsel were not entitled to the instructions asked in that respect.
The declarations of Walbridge, the president of the company, in a matter affecting the business of the corporation, and in respect to which he was acting for it, would have been admissible- as evidence against the company to establish its liability, and were, therefore, competent against the defendants to prove the obligation and indebtedness of the company.
The judgment against Walbridge must be affirmed, with costs; and the judgment as to the other defendants must be reversed, and a new trial granted, costs to abide the event.
All concur; Miller, J., not sitting.
Judgment accordingly.
The judge then examined the testimony at length, coming to the conclusion that there was evidence of the existence of a debt by the corporation to be submitted to the jury, that the verdict was warranted by the evidence, and that no error was committed to the prejudice of Walbridge on the trial. — [Rep.