Taylor v. A. G. Branham & Co.
Taylor v. A. G. Branham & Co.
Opinion of the Court
The defendants in error, as plaintiffs below, sued the plaintiffs in error, as defendants below, in the Circuit Court of Orange county, in assumpsit upon an account for work and labor and materials; the suit being instituted against the defendants<as former copartners. All of the defendants appeared by attorney, and all joined in a plea of nil debit. Although this form of plea is
By agreement of counsel representing all parties the cause was set down for trial on February 17th, 1890, and on that day the referee rendered judgment in favor of the plaintiffs, the judgment being in the following-form:
“In the Circuit Court, 7th Judicial Circuit of Florida, Orange county.
On the 17th day of February, A. D. 1890, the above cause came on to be heard, and after argument of counsel and a careful examination of the testimony, I find that the defendants are indebted to the plaintiffs-in the sum of eight hundred and thirteen dollars and thirty cents as principal, and seventy-five dollars and eighty-three cents interest. It is .therefore ordered and adjudged that the plaintiffs do recover of and from the defendants the sum of eight hundred and eighty-nine dollars and thirteen cents, together with the further sum of twenty-eight dollars and forty-five-cents (costs) of suit.
H. C. Harrison, Referee.”
The defendants then moved the referee to set aside-his findings and to grant a rehearing of the cause upon the following grounds: “1st. Because the findings of the-referee are contrary to law. 2nd. Because said findings are contrary to the evidence. 3rd. Because the referee-erred in overruling the defendants’ plea in abatement. 4th. That the referee erred in entering judgment while-the plea of the defendant G. Taylor was not disposed of. 5th. Because the referee did not report the findings of law. 6th. Because the * finding and judgment of the referee is vague and indefinite.” Which motion the referee denied and refused. From this-judgment the defendants take writ of error.
The errors assigned are: “1st. That the referee-erred in overruling the defendants’ plea in abatement. 2nd. .That the referee erred in overruling the defendants’ motion for a rehearing.”-
The law is settled “that a corporation can have no legal existence out of the boundaries of the sovereignty by which it is created. That it exists only in contemplation of law, and by force of the law; and where that law ceases to operate, the corporation can have no existence. It must dwell in the place of its creation, .and can not migrate to another sovereignty.” Bank of Augusta vs. Earle, 13 Pet. 519; Miller vs. Ewer, 27 Maine, 509, S. C. 46 Am. Dec. 619; Freeman vs. Machias Water Power and Mill Co., 38 Maine, 343. It seems to be further well settled that where a number of individuals assume to act in a corporate capacity in a State where they have not been clothed with a corporate existence and authority, they can not there be recognized as a legally constituted corporation, though they may have been duly incorporated in another
We do not think the findings and judgment of the referee are contrary to the law of the case, or to the evidence adduced therein, as is contended for in the motion for rehearing, the overruling of which is assigned as the second error. On the contrary, we think the judgment is fully sustained by the evidence; and the law of the case, as we have before seen, was with the plaintiffs.
The entry of judgment by the referee without any express disposition of the special plea filed by the defendant Gr. Taylor, to the effect that the stock held by him in the defendant company was really held by him as administrator of a deceased party’s estate, though
The fifth ground of the motion for rehearing, to the-effect that the referee did not report the findings of law, is not supported by the facts disclosed by the record, even if the failure of a referee to report his findings upon the law questions presented furnished a valid ground of exception upon writ of error. The only-question of law presented in the case was whether the-defendants were liable as copartners instead of as a corporation, as presented by their plea in abatement, and the referee’s findings upon this question are explicitly set forth in the record.
Under the sixth ground of the motion for rehearing, the defendants contend that the judgment is void because it is vague and indefinite in that it fails, in the body of the judgment, to give the names of the plaintiffs in whose favor it is rendered, or the names of the defendants against whom it is pronounced, they being referred to therein simply as the “plaintiffs” and “defendants;” and that no valid execution can issue thereon to enforce the same, as it does not show from
Finding no errors in the record, the judgment of the court below is affirmed.
Reference
- Full Case Name
- G. Taylor, as Partners under the firm name of The Florida Orange Hedge Fence Company, in Error v. A. G. Branham & Co., in Error
- Cited By
- 23 cases
- Status
- Published
- Syllabus
- 'CORPORATIONS — CAN NOT MIGRATE FROM STATE WHERE CREATED— WHEN EXERCISING CORPORATE FUNCTIONS OUTSIDE OF THE STATE WHERE CREATED ITS MEMBERS ARB LIABLE AS, AND WILL BE TREATED AS, PARTNERS — INDEFINITE JUDGMENT CAN BE AIDED BY THE RECORD. 1. A corporation'civated by and under the laws of Tennessee, or any other jurisdiction can not come to Florida and exercise corporate functions here without becoming incorporated under the laws of Florida, and if it attempts to do so, its liabilities, contracted here, rest upon its members or stockholders, in this jurisdiction, as partners, and they will here be treated as and held to be merely partners. 2. A. corporation can have no legal existence out of the boundaries of the sovereignty by which it is created. It exists only in contemplation of law, and by force of the law; and where that law ceases to operate, the corporation can have no existence. It must dwell in the place of its creation, and can not migrate to another sovereignty. And where a number of individuals assume to act in a corporate capacity in a State where they have not been^ clothed with corporate existence and authority, they can not there be recognized as a legally constituted corporation, though they may have been duly in■corporated in another State, and such persons, in the State where they assume corporate capacity, will be treated as, and held to the responsibility of pariners, both in courts of law and equity. 3. Where a judgment gives the style of a cause at its head with sufficient definiteness to show without doubt that the “plaintiffs” and “defendants” referred to therein as such are the same individuals that are named and designated as such in the declaration and throughout the proceedings composing the record in the cause, such judgment is not void, for vagueness or indefiniteness, if it fails, in the body thereof, to give the names of the “plaintiffs” and “defendants” for and against whom it is rendered. While it is best that a judgment should be so complete within itself that the officer issuing the process-to enforce it can see at a glance the parties for and against whom such process is to be issued; yet, if the parties for and against whom it is rendered are so referred to therein as that a reference to its caption, or to the pleadings, process and proceedings in the action, will make certain the names of the parties thus referred to, it is sufficient. Every judgment maybe construed and aided by the entire record.