Winfield v. Truitt

Citations

• 71 Fla. 38
• 70 So. 775

Syllabus

<p>1. A demurrer to a declaration as a whole is properly overruled where the declaration contains common counts.</p> <p>2. Where several persons are sued as copartners under a certain name and to the declaration they interpose a plea that they are not copartners but stockholders in a corporation of that name which had been duly organized under the laws of the State, and that it had changed its name' from time to time under authority of law and that when the cause of action accrued the name of the corporation was not that under which the parties were sued; and it appears from the record in the form of a stipulation between the parties, that after the corporation was organized and letters patent issued and a certified copy of the charter filed and recorded in the office of the Clerk of the Circuit Court for the county in which the corporation was to have its principal place of business, but that the treasurer of the corporation had failed to file in the office of the Secretary of State and the office of the Clerk of the Circuit Court of the county in which the corporation was to have its principal place of business, duplicate affidavits that ten per cent of the capital stock of the corporation had been subscribed and paid, and from the evidence it appeared that when the suit was instituted the corporation bore the name under which the stockholders were sued as partners: held : That the plea was not sustained and that the persons sued were liable as members of a general partnership, under Section 2652 of the General Statutes of Florida.</p> <p>3. The provision of Section 2632 of the General Statutes of Florida requiring a corporation organized in this State, through its treasurer to make and file in the offices designated therein, duplicate affidavits that ten per cent of the capital stock has been subscribed and paid, is neither remedial nor penal, but requires the act as showing good faith in the organization of the corporation and that the incorporators intend to do