Cronin v. Green ( 1924 )

Green filed a petition in the Common Pleas of Ross county against Alexander Brown and John L. Cronin, defendants, partners, doing business under the name of The Brown and Cronin Great Show Company, on three causes of action: (1) That they owed him $630 on a note signed, “The Brown and Cronin Greater Show Company, by J. L. Cronin, President; Alb J. Bath, Treasurer.” (2) Balance on services, expense, etc. (3) For balance due on a loan to defendants; $151.41, in all,$1092.14.

Cronin filed his answer denying generally, and set up that the transaction was with the show company, a corporation and did not involve him individually. Green in his reply admitted the allegations of Cronin, but set up that the company was organized under the laws of Delaware; that neither Brown nor Cronin was a resident of Delaware, that they were the principal stockholders of the company, and had entire charge of its business, and had the various transactions with him, borrowed the money of him and employed him. He further set out that the show company was not authorized to do business in Ohid. not having complied with the law of the state, for foreign corporations doing business therein whereby said defendants became liable to him as partners. That the employment and the loaning of the money was done in Ohio.

To this reply Cronin demurred, for a mis-joinder of causes of action, and that a cause of action was not stated. The Common Pleas overruled the demurrer and defendant, not desiring to plead further, the court gave judgment to Green, plaintiff, $1566.83. The Court of Appeals aifirmed the judgment, reducing it by $21.90.

Attorneys — Minshall & Phillips, for Cronin; W. G. Hyde and L. B. Yaple, for Green; all of Chillicothe.

The issues raised in the case presented the questions of: (1) Whether the transaction of business by stockholders of a corporation before securing a certificate of compliance with the law, from the Secretary of State, makes the stockholders individually and personally liable as partners, for the debts of the corporation. (2) Whether it was proper to join Brown and Cronin as defendants and ignore Bath, Brown’s name not appearing on the note, and Bath’s being signed thereto the note being a joint obligation. (3) Could the Common Pleas adjudicate the questions of fact which were put in issue by the pleadings, without submission to or waiver of a jury ?