Humphreys v. Drew

Citations

• 59 Fla. 295

Syllabus

<p>1. Section 2652 of the General Statutes of 1906 prohibits the transaction of any business by a corporation until certain specified requirements have been complied with and provides that if any corporation shall transact any business before complying with such requirements its incorporators and stockholders shall be personally liable for all of the corporation debts as if they were members of a general partnership and not stockholders of a corporation.</p> <p>2. The fact that creditors deal with and extend credit to a concern as a corporation does not estop them from enforcing the personal liability of the stockholders for failure to comply with the requirements of section 2652 of the General Statutes of 1906.</p> <p>3. The stockholders of a proposed corporation who execute a promissory note in the name of such corporation prior to. the issuance of the letters patent are liable as members of a general partnership for the amount of such note, under the provisions of section 2652 of the Statutes of 1906, and an action thereon may be maintained against them as partners.</p> <p>4. If pleas are so faulty and defective as to be wholly bad and to constitute practically no defense, or clearly tend to confuse the issue, as the case may be, so that the court would be warranted in striking out such pleas of its own motion, no reversible error is committed in sustaining a demurrer thereto, even though the proper method of attack might be by motion.</p> <p>5. The findings of a referee upon questions of fact, where the witnesses are examined before him, are entitled to the. same weight as the verdict of a jury. In neither the one case nor the other would an appellate court be warranted in disturbing such findings or verdict in reversing the judgment because the evidence adduced is conflicting.</p>