The New York herald. [volume] (New York [N.Y.]) 1840-1920, 1854-11-26
Supreme COurt-Gencrnl Term.
LIABILITY OF SUBSCRIBERS TO AN ASSOCIATION
WELLS AGAINST GATES.


If the defendants are liable at all they are liable
as partners. II the agreement which they subscribed
is an absolute consent to engage jointly this under
taking, without any further condition action their
part their personal accountability complete that
Of any mercantile firm composed of only two members
calling themselves stockholders and their firm an asso.
ciaton and the number Of the members being conside
rable cannot make the slightest difference in this re-
spec In this State personal responsibility to tho full
extent OF the indebtedness to third parties can only be
avoided by the persons constituting any association
when they become corporation, quasi corporatisn
Companies or societies which are not sanctioned ex
pressy by the legislature pursuant to some general or
special law, are nothing than ordinary partner
ships and the laws respecting them the same All
the defendants signed the article Of association, by
which they. unequivocaly declare that thereby they
form an association stating the specific purpose they
appoint their agents to conduct the business su
cient capital should be subscribed paid in secured
leaving 1t clearly to those agents to determine what
would be sufficient for tho Of the under
taking There was other IN which this could be
termined but by calling meeting Of the members of the
association and this could not have
in the same sentence by which they appoint the agents
they authorize them to commence The publication when
the capital should be sufficient and they provide for no
meeting Of the stockholders until the number OF the
journal shall have been issued and then merely to
such regulations and bye-laws as may be necessary
nothing conditional in this-nothing showing
that they only Contemplated the formation of company
at future period If such their intention they cer
tsnly adopted very unfortunate method Of expressing
it. II very probable indeed that many Of the defend
ants did not at the time realize the consequ of
their act and the extent of the responsibility which they
incurred. The want Of forethought and circumspec-
ton, especially occasions of this kind very com
but although the result Is to regretted the law
will not allow it to be escaped In England there are acts
of Parliament which relate especially some unincor-
porated companies and which, in the formation OF them
require certain formaes but here where the same ne
sity for them not TO exist the law makes no
difference In the in which they may be created
from that OF private ordinary co-partnerships.
The next question to be considered is, whether the
consent oil all the managers necessary to determine
when the publication shoull be commenced, and the
type and other printing materials should be purchased
II issadmitted that only two Of thcm acted, but it
does not sufficiently appear that the third did not
and granting the applicability this case of
the rule requiring that all the persons whom trust
is committed must confer and act together yet think
the language Of the Court in the referred
by defendants counsel, Downing Rugar, Il Wen,
l7S,) may be employed here. II cannot be necessary
that all should be coIporeay present. The duty Is
strictly ministerial and the two must have acted with
general depute their powers to another or to a
third person Such authority may be presumed and il
necessary at ALL it IS proper in this that it should
be presumed There was meeting of stockholders after
the property purchased Of which notice given
and, after duly organizing they approved OF the pur
chase The witness does not say that majority of the
members attended; but the contrary does not appear
There ia nothing to contover the acquescencc o the
company in the management Of their sairs by Heaton
and Averil until after the discontnuance Of the publ
cation and the failure of the undertaking The objec
ton therefore, to the authority OF the agents deter
mining when the enterprise ought to be commenced,
them to proceed with II, ought not to prevail The
Judgment should he affirmed with costs