Blanchard v. Kaull

Citations

• 44 Cal. 440

Syllabus

<p>Promissory Note Given by Trustees oe a Gome any.—A promissory note'signed by three persons, in the body of which they, as Trustees of a company, promise to pay to another a sum of money, and which has the same designation of “ Trustees,” etc., appended to their signatures, does not on its face purport to be the note of the persons signing it, and they are not personally liable in a suit on it.</p> <p>Idem.—A partnership or a joint stock company is not necessarily the result of an abortive attempt to organize a corporation.</p> <p>Plank and Turnpike Road Companies are Corporations.—Although the Act for the formation of plank and turnpike road companies denominates companies which may be formed under its provisions “joint stock companies,” still the powers, rights, and liabilities of these companies, as provided for in the Act, show that they are corporations.</p> <p>Debts Contracted by Members oe Plank Road Company.—In an action to recover from the members of a plank or turnpike road company debts contracted before its final organization, the complaint must allege that the defendants commenced the formation of such company, and that before the final organization thereof debts were contracted which still remain unpaid, etc.</p> <p>Idem.—In such action no recovery can be had on promissory notes, signed by Trustees of the company, as the contracts of members of the company, for the Act does not make members liable for debts contracted by the agents of the company, but for debts contracted before the organization of the company.</p> <p>Complaint on Liability oe Directors oe Plank Road Company.— To make the Directors of a plank or turnpike road company personally liable for debts contracted in violation of its by-laws, and after the same have been filed, the complaint must contain allegations that they were thus contracted.</p> <p>Liability of Trustees on Corporation Notes.—The Trustees of a corporation who make and sign notes, as such Trustees, with the intention, of