Burdick v. Champlain Glass Co. , 11 Vt. 19 ( 1839 )

Williams, Ch. J.

The case was tried in the county court on an issue joined to the court. The whole evidence, on which the court rendered judgment, is stated, and if not sufficient in law to warrant a recovery, the court erred in rendering judgment for the plaintiff. To maintain this action for the money paid to Sewell, it should appear that it was paid at the request of the company, by direction of . . . . . - their authorized agent, or that it was paid for their benefit; neither of which appears from the evidence detailed. It is of some importance to know by whom the agreement with Sewell was made. If it was not with the defendants, they were under no obligation to perform it. It is not stated or found that the agreement was made by the defendants, or for their benefit. They were under no obligation to perform it, were not indebted to Sewell, and, of consequence, were not indebted to the plaintiff who paid Sewell, unless they authorized or requested the payment.

The consent of the officers and directors of the company that a part of the stockholders should pay Sewell, as stated in the exceptions, does not create any liability on the defendants ; as it does not appear that the officers and directors requested or authorized the payment on account of the company or on their responsibility. Nor does it appear that they ever were empowered so to do by any regulations or acts of the corporation. The defendants were correct in the position they took in the court below, that the evidence would not warrant a recovery.

The several persons, who paid the money to Sewell, may be equitably entitled to the stock owned by him, but are in no better situation than the other stockholders, who, it i§ to be presumed, cannot maintain an action against the company for the amount they subscribed and paid for the stock.

The judgment of the county must therefore be reversed, and a new trial awarded.