Cheeny v. Clark

Per. Curiam. The subscribers to the articles of agreement, not being constituted a society under the statute with corporate [435] powers^, but being a mere voluntary association of individuals, the question is, whether the defendants, who acted as their committee in superintending the building of the meeting-house, were personally answerable for the services performed by the plaintiff upon it. It does not appear that the defendants made any express promise, or pledged their individual credit and responsibility, so as thereby to impose a personal obligation upon themselves •; nor does it appear that any moneys were in their hands, or that any funds remained at their disposal, to answer or pay for the services. They were appointed by the body of the subscribers to execute a mere trust; were bound to act under the direction and controul of the subscribers, and liable to be removed at their pleasure ; and it appears that one of them was in fact removed, and another person appointed in his place. The plaintifl was one of the subscribers by whom the defendants were appointed $ and, in the absence of any express contract or undertaking, he can have no legal or equitable right to look to the personal security or liability of the defendants, and hold them answerable out of their private funds, for work done by him for the benefit of the subscribers generally. Indeed, as the subscribers to the articles of association were all equally interested in building the meeting-house, and the plaintiff and the defendants were members of the association, the case would seem to fall within the rule, that one of several persons jointly concerned in a common purpose cannot maintain an action against all or any of the others for work and labor performed for their joint benefit. In Holmes vs. Higgins, (1 Barn. & Cres. 74,) where a number of persons associated together for the purpose of obtaining an act of parliament and- making a railway, and subscribed for shares of £50 each, it was held, that they were partners in the undertaking, and that a subscriber, who acted as their surveyor, could not maintain an action for wo'rk done by him in that character, against all or any of the subscribers. Judgement reversed.