Greenberg-Miller Co. v. Everett Shoe Co.

Atkinson, J. The petition is to be construed most strongly against the pleader. The general allegations as to fraud, insolvency, and absorption of the copartnership by the corporation are mere conclusions of the pleader. The substantive allegations of fact show a sale by Everett to the corporation and receipt of a consideration, the value and sufficiency of which is not questioned. The sale, therefore, must be regarded as lawful. The corporation was a different entity from the firm, and there was no promise by that entity to the firm, or to its creditors, to pay the debts of the firm. The attempt, therefore, is to hold the corporation liable merely because it lawfully acquired the property of the partnership. It has been previously ruled by this court that under the circumstances enumerated the corporation will not incur liability. Cul [730] berson v. Alabama Construction Co., 127 Ga. 599 (56 S. E. 765, 9 L. R. A. (N. S.) 411, 9 Ann. Cas. 507). Judgment affirmed. All the Justices concur.