83 Mo. App. 60 | Mo. Ct. App. | 1900
Plaintiff and thirty-nine other citizens of Knox County, Missouri, organized a joint stock company for the purpose of establishing a fruit canning factory, and to that end elected a president, secretary, treasurer, and appointed a committee to locate a site for a building and empowered it to purchase material and employ laborers to erect such building. In the prosecution of these ends the -association became indebted to certain laborers and materialmen, and also to a lumber firm, of which plaintiff was a member. All of these accounts were assigned to plaintiff, who brought suit against defendants, and prayed judgment for the several sums so as
The first question presented is as to the nature of the association in which plaintiff engaged. Under the facts stated it was clearly a joint stock company which went into practical operation so far as to elect officers, construct a building and incur indebtedness. Such associations were recognized at common law and may exist by statute. The members thereof are liable in solido for all of its indebtedness in the same manner as the members of an ordinary partnership. While there is some variance in the authorities as to what steps must be taken before the members become liable in this manner to third parties, all the cases are agreed that such liability is consummate upon a showing that the member joined the association, attended its meetings, and consented to the engagement out of which the liability arose. Hunnewell v. Willow Springs Canning Company, 53 Mo. App. 245. The case at bar presents all these elements of liability in plaintiff’s connection with the company. He was therefore liable as a co-partner with his other associates for the claim sued upon by him, since they were valid obligations against the joint stock company itself. This being so, and there being no pretense that the affairs of the joint stock company had been adjusted or settled, nor that any accounting between its members had taken place, nor that there remained only a single item of dispute, it is obvious that plaintiff could not bring an action at law against any of the members of the association for a liability against it, since the rule is universal that “a partner can not maintain an action at law against his copartner on a partnership claim or liability.” George on Partnership, 302;
