Gaff v. Theis

Frazer, J. This was a suit against the appellants, who were the president and directors of an incorporated manufacturing company, known as “ The Aurora Brewing aud Malting Company,” to recover from them personally an indebtedness due to the plaintiff from the corporation by a note signed “ C. C. Kelsey, Ass’t Sec’y Aurora Brewing and Malting Company,” under the provision of the fifteenth section of the act providing for the incorporation of such companies, 1 G. & H. 427. The complaint made a case fully within the meaning of the statute, and there was therefore no error in overruling' a demurrer to it. It is argued that directors are not officers within the meaning of the act imposing the liability, but an attentive reading of it seems to us to be very convincing that this position is not correct. Though penal statutes should be strictly construed, yet such construction cannot be pushed to the extent of disregarding the plain letter and spirit of the act. Then it is argued that the note was not the note of the corporation, though expressly alleged (and distinctly proved) to be such; but that upon its face it appeared to be the note of C. C. Kelsey, and that the superadded words, “Ass’t Sec’y Aurora Brewing and Malting Company,” were merely a description of the person. A party may, we suppose, execute a note by any name, other than his own, and yet be bound by it, and this must apply as well to a corporation as to a natural person. "We perceive no error in overruling the demurrer to the complaint, nor, indeed, in any of the proceedings. Affirmed, with ten per cent, damages and costs.