New York National Exchange Bank v. Crowell

Citations

• 177 Pa. 313
• 35 A. 613
• 1896 Pa. LEXIS 985

Syllabus

<p>Partnership — Notice of dissolution — Liability for debts contracted after dissolution.</p> <p>Notice of the dissolution of partnership in a newspaper published in the city or county where the partnership business is carried on is of itself sufficient notice to all persons who have not had previous dealings with the partnership so as to relieve a withdrawing partner from liability for debts subsequently contracted in the name of the firm without his consent, express or implied: Watkinson v.Bank of Pennsylvania, 4 Whart. 482; Robinson v. Floyd et al., 159 Pa. 165.</p> <p>Corporations — Failure to record certificate — Personal liability of stockholders — Act of April 29, 1874.</p> <p>Failure to record a certificate of incorporation as required by the corporation act of April 29, 1874, P. L. 77, in the recorder’s office of the county where the chief operations of the association are to be carried on, will render the incorporators personally liable to persons who deal with the association without knowledge of the incorporation: Guckert v. Hacke, 159 Pa. 303, followed.</p> <p>Corporations — Personal liability of stockholders — -Creditors—Affidavit of defense — Promissory notes.</p> <p>In an action upon a promissory note against Crowell and Class and four others trading as the Crowell & Class Cold Storage Company, it appeared from the pleadings that Crowell and Class had been engaged in business as partners. In 1892, they presented to the governor a certificate of association, and applied for a charier. In April, 1892, letters patent were granted to the Crowell & Class Cold Storage Company. The certificate of incorporation was not recorded in the recorder’s office until November 14, 1893. On September 5,1893, the Crowell & Class Cold Storage Company gave the note in suit. Crowell and Class filed an affidavit of defense in which they denied their liability and averred that on February 14, 1893, they had resigned their offices in the corporation, and on the following day