Vigers v. Sainet , 13 La. 300 ( 1839 )

Eustis, J.,

delivered the opinion of the court.

The plaintiffs sue as the holders of a promissory note, signed by Placide Forstall, Michael Moore, and Joachim Kohn, commissioners; in the body of the note, they are described to be the commissioners of the stockholders of the steam ship Cuba. The petition charges, that the defendant, as one of the stockholders, is liable for the amount of the note, as the commissioners had authority to give notes for, and bind the stockholders by contract, and that the stockholders and owners of the steamer Cuba constitute under outlaws a commercial partnership. The defendant is sued alone, and is sought to be made liable for the whole amount of the debt.

The defendant denied that he could be sued in the manner and form stated in the petition, he not being one of the subscribers to the promissory note sued on, and the Cuba not belonging to a commercial partnership.

On these pleadings judgment was rendered for the plaintiffs, and the defendant has appealed.

It appears that an unincorporated association existed in this city, of whom the three signers of the note in question were commissioners; they were' authorized to receive a title to the steamer Cuba, which had been previously purchased, and were authorized to borrow the requisite money to meet the obligations of the company, on pledge, bottomry or mortgage.

Stockholders in unincorporated companies are liable in the same manner as other partnerships. So, partnerships or unincorporated companies for the purchase and sale of personal property, and for carrying it for hire in ships or other vessels, are commercial partnerships,and the stockholders are liable in so-lido for the debts of the company.

They borrowed the amount of the note sued on, (five thousand dollars,) from the Eagle Insurance Company, on an hypothecation of the boat, and this note was delivered to the creditor, from whom the plaintiff received it.

The defendant was a stockholder in the company, and the commissioners were authorized to issue the note, and the defendant is bound by it: the question is, to what extent1?

Unincorporated companies are on precisely the same footing, as to the liabilities of the parties, as other partnerships. Gow on Partnership, pages 2 and 19. Partnerships for the purchase and sale of personal property, and for carrying personal property for hire in ships or other vessels, are commercial partnerships, by our laws. Louisiana Code, 2796. It appears by the books of the company, that they bought and sold fruit, an usual article of commerce between this port and the Havana, between which ports the steamer Cuba plied, and that part of their earnings were from "freight.

On this evidence, we are bound to consider the partnership as a commercial one, and the stockholders bound in solido for the debts of the company.

It is, therefore, ordered, adjudged and decreed, that the judgment of the District Court be affirmed, with costs in both courts.