G. Bridgeford & Co. v. Hall

Hownnii, ¿T. The defendants are sought to be made liable as commer [218] cial partners oh certain drafts, drawn by an agent, on and accepted by the President of the New Orleans and Bayou Sara Mail Company. The defence is that said company is a private corporation, duly incorporated under the laws of this State; and that defendants, having paid the full amount of their stock, are not liable. Judgment was rendered in favor of defendants, and plaintiffs appealed. The first point raised by plaintiffs is, that the charter introduced in evidence is that of the New Orleans and Bayou Sara Company, and not of the New Orleans and Bayou Sara Mail Company, as set out in the pleadings. If there is any force in this objection, plaintiffs have not made out their case against the defendants; for the proof introduced by themselves is, that the company of which defendants are members is the New Orleans and Bayou Sara Company; that said company is the owner of the boats against which their claims exist, and that the parties and officers, with whom they contracted, are the officers and stockholders of the New Orleans and Bayou Sara Company. We think, however, that this variance in the name is, under the circumstances, unimportant. C. C. 423. There is no doubt about the identity of the company. The next point raised is, that the provisions of the Act of 1848, as to the certificate of a District Judge, filing a copy of the charter in the office of the Secretary of State, etc., are not observed. This, we think, was not required, as this company was incorporated under the provisions of the Act of 1855, approved March 14th, which Act does not require such formalities. Its requirements seem to have been complied with. Another point presented is, that said Act of 1855 is in violation of Article 115 of the Constitution of 1852, because two objects are expressed in the title. It is entitled “An Act for the organization of corporations for works of public improvement and utility.” This, in our opinion, is not in conflict with the Constitution. The object of the Act, as expressed in the title, is the organization of corporations of a particular class: those which promote works of public improvement and utility. The fait that those corporations may be organized for various purposes, within the prescribed class, does not change the constitutional character of the general law, which provides the mode in which they are to be organized, and fixes their powers and liabilities. The law embraces but one object, as contemplated by the Constitution. It is further objected, that said Act does not authorize the establishment of a corporation, such as this, for the carrying of freight and passengers for hire on the Mississippi river. The clause under which this company was organized reads: “to construct and maintain docks, steamships and other vehicles for the transportation of freight and passengers; and generally all works of public utility and advantage. It is to be remarked that the debts, on which these suits are brought, were created in the construction and equipment of the steamboats owned by the com [219] pany, and that there is no doubt that a company may, under the terms of the Act, be organized for the construction of steamboats. But the defendants contend, and We think with reason, that a company which is authorized to build and maintain steamboats for the transportation of freight and passengers, may also use their boats in that business; that the right to construct and to own boats necessarily includes the right to employ or navigate them, as that is the purpose for which they are built. We conclude, then, that the defendants are stockholders in a regularly incorporated company, and having, as it is shown, paid up their stock, they cannot be made liable as commercial partners. It is therefore ordered that the judgments appealed from in these con.solidated cases be affirmed, with costs.