{ "id": 2589132, "name": "John Seymour et al. v. O. S. Richardson Fueling Co.", "name_abbreviation": "Seymour v. O. S. Richardson Fueling Co.", "decision_date": "1902-10-24", "docket_number": "", "first_page": "625", "last_page": "632", "citations": [ { "type": "official", "cite": "103 Ill. App. 625" } ], "court": { "name_abbreviation": "Ill. App. Ct.", "id": 8837, "name": "Illinois Appellate Court" }, "jurisdiction": { "id": 29, "name_long": "Illinois", "name": "Ill." }, "cites_to": [ { "cite": "152 Ill. 56", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 835331 ], "opinion_index": 0, "case_paths": [ "/ill/152/0056-01" ] }, { "cite": "104 Ill. 586", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 5349304 ], "opinion_index": 0, "case_paths": [ "/ill/104/0586-01" ] }, { "cite": "75 Ill. App. 190", "category": "reporters:state", "reporter": "Ill. App.", "case_ids": [ 5177606 ], "opinion_index": 0, "case_paths": [ "/ill-app/75/0190-01" ] }, { "cite": "74 Ill. App. 273", "category": "reporters:state", "reporter": "Ill. App.", "case_ids": [ 5234366 ], "opinion_index": 0, "case_paths": [ "/ill-app/74/0273-01" ] }, { "cite": "161 Ill. 417", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 3122198 ], "weight": 2, "opinion_index": 0, "case_paths": [ "/ill/161/0417-01" ] }, { "cite": "145 Ill. 30", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 5485034 ], "weight": 2, "opinion_index": 0, "case_paths": [ "/ill/145/0030-01" ] }, { "cite": "94 Fed. Rep. 365", "category": "reporters:federal", "reporter": "F.", "case_ids": [ 6751535 ], "opinion_index": 0, "case_paths": [ "/f/94/0365-01" ] }, { "cite": "174 Ill. 184", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 5539481 ], "opinion_index": 0, "case_paths": [ "/ill/174/0184-01" ] }, { "cite": "164 Ill. 360", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 5503978 ], "opinion_index": 0, "case_paths": [ "/ill/164/0360-01" ] }, { "cite": "136 Ill. 410", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 2992565 ], "pin_cites": [ { "page": "423, 425" } ], "opinion_index": 0, "case_paths": [ "/ill/136/0410-01" ] }, { "cite": "103 U. S. 239", "category": "reporters:federal", "reporter": "U.S.", "case_ids": [ 1522256 ], "opinion_index": 0, "case_paths": [ "/us/103/0239-01" ] }, { "cite": "88 Ill. App. 366", "category": "reporters:state", "reporter": "Ill. App.", "case_ids": [ 5277485 ], "weight": 2, "opinion_index": 0, "case_paths": [ "/ill-app/88/0366-01" ] }, { "cite": "83 Ill. App. 643", "category": "reporters:state", "reporter": "Ill. App.", "case_ids": [ 5257856 ], "opinion_index": 0, "case_paths": [ "/ill-app/83/0643-01" ] }, { "cite": "345 Ill. 47", "category": "reporters:state", "reporter": "Ill.", "opinion_index": 0 } ], "analysis": { "cardinality": 653, "char_count": 15880, "ocr_confidence": 0.545, "pagerank": { "raw": 2.0738820455287826e-07, "percentile": 0.7581212263726572 }, "sha256": "4ff3a30ee3feac9ee1e8a71204f54d1b70436b02fd1e639c812f554c52034a17", "simhash": "1:9655bdd33b7059e9", "word_count": 2721 }, "last_updated": "2023-07-14T16:00:05.984899+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [], "parties": [ "John Seymour et al. v. O. S. Richardson Fueling Co." ], "opinions": [ { "text": "Mr. Presiding Justice Freeman\ndelivered the opinion of the court.\nThe declaration charges the appellants with joint and several liability of officers and directors of a corporation. The ground of alleged liability is that they assumed to exercise corporate powers and used the name of the corporation or pretended corporation without complying with that provision of the incorporation act which requires the certificate of complete organization to be recorded in the office of the recorder of deeds. The certificate was issued May 18, 1892. The debt sued for was contracted in 1895, for coal furnished to the steamer \u201c Puritan.\u201d It is contended by appellee that appellants are liable under the provisions of section 18 of the act referred to, because the debt was \u201c made by them and. contracted in the name of such corporation or pretended corporation.\u201d\nAppellants prosecute this appeal from the judgment rendered in the Circuit Court, holding them liable for the debt. All of them were original subscribers to the capital stock of the corporation and continued to be members and stockholders during the years 1894 and 1895, and each of them was during all that time either an officer or director. It is argued in their behalf that as such officers and directors they can not be held jointly and severally liable, inasmuch as the coal was ordered by E. W. Seymour alone, and the others did not actually participate or co-operate in the purchase, nor was there on their part any affirmative voluntary act in connection therewith; citing Lewis v. Montgomery, 345 Ill. 47; Edwards v. Cleveland Dryer Co., 83 Ill. App. 643; Edwards v. Dettenmaier, 88 Ill. App. 366.\nIt is not disputed that the actual purchase of the coal was made by E. W. Seymour, one of the appellants, who was residing in Chicago and acting as manager of the business of the steamer at that place. The other appellants resided, at the time, in Michigan. It is claimed by appellee, however, that the debt in controversy was in fact contracted by the authority and with the assent of all the appellants. It is said also that'appellee had no notice whatever that the steamer \u201c Puritan \u201d was then owned or operated by a corporation, and there is evidence in the record tending to support this claim. As bearing upon the question of how and by whom the steamer was owned and operated, appellee offered in evidence a record of a proceeding in the IT. S. District Court for this district, in which appellants filed their petition and libel to limit liability as owners of the steamer \u201c Puritan,\u201d particularly specifying the debt here in controvers)7. In that petition it is set forth that appellants were owners of the steamer \u201c Puritan;\u201d that it had been burned in Manistee Lake, where its remains then lay; that by reason of failure to record the certificate of complete organization, as appellants were informed and believed the \u201c Seymour Transportation Company \u201d had no valid existence; that the steamer had been sold in April, 1892, by John Seymour and Antoine E. Cartier to said company; that the present suit was pending, and that at the time of her loss the steamer was indebted to various persons, who threatened to bring suit against appellants. This petition purports to be signed in behalf of all of the appellants by their counsel, and is verified by the affidavit of E. W. Seymour.\nWe do not regard the admissions in this petition and the proceedings thereunder as estopping appellants from a denial of their personal liability in the present suit, as appellee\u2019s counsel claims. (See \u201c The Benefactor,\u201d 103 U. S. 239.) But the record was, we think, admissible in evidence. The petition and libel contained admissions made in a contested litigation involving the same subject-matter as the suit at bar, between the same parties. That petition states that appellants were the owners of the steamer when this debt was contracted, and that they desired to limit their personal liability, by virtue of the act of Congress. (U. S. Rev. Stat., Sec. 4282, et seq.) Though it may be true that appellants\u2019 names were signed to the petition by their attorneys, it is verified by E. W. Seymour, and there is no claim or pretense that the other appellants were ignorant of its contents or that their names were used without authority from them. The duly authenticated transcript of the proceedings and decree in that cause is entitled to full faith and credit here, and is properly admitted in evidence. Litch v. Clinch, 136 Ill. 410, 423, 425. In Wadsworth v. Duncan, 164 Ill. 360-366, it is said: \u201cThe admission of a party to a suit, of a fact, is competent evidence no matter how made; and where the statement or declaration of a party is made in a bill in chancery, that bill is competent evidence to be considered by the jury, who are to determine the weight to be given to the evidenee. The relevancy of that evidence was as to the declarations therein made as to who were the shareholders at the time. It was error not to admit the bill in evidence.\u201d In Smith v. Henline, 174 Ill. 184-200, it is said: \u201c Where the parties have a joint interest in the matter in suit an admission by one is, in general, competent evidence against all.\u201d The U. S. District Court found that the steamer was \u201c operated by petitioners, its owners,\u201d at the time the debt in controversy was created. (The Puritan, 94 Fed. Rep. 365.)\nIt is argued that the debt was not \u201c made by them;\u201d that it was made by E. W. Seymour as agent of a corporation defacto, if not dejure; that the other appellants had no part in the purchase of the coal. In Edwards v. Dettenmaier, 88 Ill. App. 366, it is said, \u201c not taking part means not taking any part; not approving or directing the creation of the indebtedness; not having anything whatever to do with it.\u201d It would be a very narrow view of the meaning and intent of the statute to arbitrarily limit the liability of officers, agents or boards of directors to that one of them by whom an order was actually given, whereby a debt was contracted, if the others were actively participating in the conduct of the business with full knowledge of what their agent was doing. If they ordered or authorized him to buy coal or to manage a steamer for which they knew coal had to be obtained, it is immaterial whether they knew of whom it was purchased or the exact time of the purchase. It is sufficient if they assented to the creation of the debt as individuals, officers or a board of directors. Lewis v. Montgomery, 145 Ill. 30-47. There is testimony tending to show that John Seymour, another of the appellants, was present several times when coal was ordered of appellee, and had himself given an order on one occasion. The latter denies this and states that he had nothing to do during 1895 with the management, operation and navigation of the steamer \u201c Puritan\u201d for which the coal was purchased; that E. W. Seymour purchased the coal, and that he, John Seymour, \u201cknew nothing personally about the purchase of coal for that steamer.\u201d There is no evidence that the other defendants had any direct \"part in ordering the particular coal for which the debt under consideration was contracted, but it does appear that they were all interested and participating in the business of which the operation and management of the steamer \u201c Puritan \u201d was an important factor. E. W. Seymour managed the steamer at Chicago and the other brother in Michigan looked after financial and other matters connected with her operation, receiving \u201c checks from the Chicago office as earnings of the vessel,\u201d which they deposited at Manistee. They \u201c used to get letters from E. W. quite often about the business of the boat.\u201d There is evidence tending to show also that Mr. Cartier was in Chicago and elsewhere, apparently looking after the boat, and made several trips on her.\nIt is urged that Elwyn W. Seymour was acting as agent, not of the defendants but of the de facto corporation, in contracting the debt, and that his acts in creating a corporate indebtedness did not create any personal liability against the defendants; citing Lewis v. Montgomery, 145 Ill. 30-47, where it is said that the acts of one constituted by a board of directors the general financial agent of a corporation, are the acts of the corporation, \u201c but they are not the acts of the directors unless commanded or authorized by them.\u201d But it is held in Loverin v. McLaughlin, 161 Ill. 417-434, that directors and officers liable under section 18 of the general incorporation act for debts and liabilities which are contracted by them in the name of the corporation before the certificate of complete organization has been recorded, are not relieved from such liability because the creditor may have dealt or contracted with them while acting as officers of a corporation de facto. Such, indeed, seems to be the clear meaning of the statutory provision. This suit is brought by a creditor \u201c against individuals assuming to act as agents or officers or directors of a corporation,\u201d and when seeking to escape statutory liability, \u201c it is the duty of such persons to prove that their principal had a legal existence and was capable in law of contracting the debt for which they are sought to be held liable. Loverin v. McLaughlin, supra. It is not a question as to whether there existed a de facto corporation. The statute assumes such existence and provides that the officers or directors shall be liable nevertheless if they \u201c assume to exercise corporate powers or use the name of any such corporation or pretended corporation without complying with the provisions of this act.\u201d\nIt is urged that interest on the account has been improperly allowed. The question was submitted to the jury whether there has been an \u201c unreasonable and vexatious delay of payment.\u201d (R. S. Chap. 74, Sec. 2.) This was proper. Levinson v. Sands, 74 Ill. App. 273-276; Sanderson v. Read, 75 Ill. App. 190-194. To appear and defend a suit merely, is not unreasonable or vexatious delay. W. C. A. Works v. Sheer, 104 Ill. 586. But the facts in this case were all before the jury, and we find no sufficient reason to disturb their finding in this respect. There was delay, and it was for the jury to say whether, under all the circumstances, it was unreasonable and vexatious.\nComplaint is made of the admission of certain testimony and of the instructions. We have considered these objections and if it be conceded that some of the objections are well taken, it is nevertheless evident, we think, that such supposed errors were not harmful, and we deem it unnecessary to extend this opinion to consider them in detail.\nE. W. Seymour, one of the appellants, filed a plea setting up a discharge in bankruptcy, covering, it is conceded, the debt in controversy. The discharge has the same effect as where one of three or more obligors has died. Judgment in such case may be rendered against the survivors of them. Stevens v. Catlin, 152 Ill. 56-58. As to him the judgment is erroneous and will be reversed. Against the other appellants it must be affirmed.", "type": "majority", "author": "Mr. Presiding Justice Freeman" } ], "attorneys": [ "0. E. Ejbemer, attorney for appellants.", "Hubert E. Page, attorney for appellee." ], "corrections": "", "head_matter": "John Seymour et al. v. O. S. Richardson Fueling Co.\n1. Evidence\u2014Admissions in Litigation Involving the Same Subject-matter and Parties.\u2014The duly authenticated transcript of the proceedings and decree containing admissions' made in a contested litigation involving the same subject-matter as the suit at bar, and between the same parties, is entitled to full faith and credit here, and is properly admitted ine vidence.\n3. Same\u2014Admissions Made in Bill in Chancery. \u2014The admission of a fact by a party to a suit, is competent evidence, no matter how made; and where the statement or declaration of a party is made in a bill -in chancery, thgit bill is competent evidence to be considered by the jury, who are to determine the weight to be given to the evidence.\n3. Same\u2014Admissions of One of Several Joint Parties.\u2014Where the parties have a joint interest in the matter in suit an admission by one is, in general, competent evidence against all.\n4. Construction of Statutes\u2014Sec. IS, Chap. 32, R. S.\u2014It would be a very narrow view of the meaning and intent of the statute to arbitrarily limit the liability of officers, agents or boards of directors to that one of them to whom an order was actually given, whereby a debt was contracted, if the others were actively participating in the conduct of the business with full knowledge of what their agent was doing. In order that a debt may not be \u201c made by them,\u201d they must not approve or direct the creation of the indebtedness or have anything whatever to do with it.\n5. Corporations\u2014Liability of Directors Under See. 18 of the General Incorporation Act.\u2014Directors and officers liable under section 18 of the general incorporation act for debts and liabilities which are contracted by them in the name of the corporation before the certificate of complete organization has been recorded, are not relieved from such liability simply because the creditor may have dealt or contracted with them while acting as officers of a corporation de facto.\n6. Practice\u2014 Question of Unreasonable and Vexatious Delay.\u2014The question as to whether there has been an \u201c unreasonable and vexatious delay of payment \u201d is properly submitted to the jury.\n7. Words and Phrases\u2014 H77taf is Not an Unreasonable andVexa tious Delay.\u2014To appear and defend a suit merely, is not unreasonable or vexatious delay.\n8. Bankruptcy\u2014Effect of Discharge of Party to Suit.\u2014The discharge in bankruptcy of one of the parties to a suit covering the debt in controversy has the same effect as where one of three or more obligors has died.\nAttachment.\u2014Appeal from the Circuit Court of Cook County; the Hon. Edward P. Vail, Judge presiding. Heard in the Branch Appellate Court at the October term, 1901.\nAffirmed in part and reversed in part.\nOpinion filed October 24, 1902.\nAppellee brought this action to recover the price of coal furnished for the steamer \u201c Puritan.\u201d It is claimed by appellants that the steamer was owned and operated by a corporation known as the \u201c Seymour Transportation Company,\u201d claiming to be organized and existing under the laws of Illinois. It appears, however, that the certificate of incorporation was never filed for record either in the recorder\u2019s office of Cook county, where the principal office of the alleged corporation was located, or elsewhere.\nThe statutory provisions are as follows : \u201c The secretary of state shall thereupon issue a certificate of the complete organization of the corporation, making a part thereof a copy of all papers filed in his office in and about the organization of the corporation and duly authenticated under his hand and seal of state, and the same shall be recorded in a book for that purpose in the office of the recorder of deeds of the county where the principal office of such company is located. Upon the recording of said copy the corporation shall be deemed fully organized and may proceed to business. Unless such company shall be organized and shall proceed to business as provided in this act within two years after the date of such license, then such license to form such association shall be deemed revoked, and all proceedings thereunder void.\u201d (Sec. 4, Chap. 32, E. S.)\n\u201c If any person or persons being or pretending to be an officer or agent, or board of directors of any stock corporation or pretended stock corporation, shall assume to exercise corporate powers or use the name of any such corporation or pretended corporation without complying with the provisions of this act, (or) before all stock named in the articles of incorporation shall be subscribed in good faith, then they shall be jointly and severally liable for all debts and liabilities made by them, and contracted in the name of such corporation or pretended corporation.\u201d (Idem, Sec. 18.)\n0. E. Ejbemer, attorney for appellants.\nHubert E. Page, attorney for appellee." }, "file_name": "0625-01", "first_page_order": 655, "last_page_order": 662 }