President of the Consolidated Ass'n of the Planters v. Lord

The opinion of the Court was delivered by Bermudez, C. J. This is an action to recover from the defendant contributions assessed against him as stockholder of the Consolidated Association of the Planters of Louisiana, the payment of which is alleged to be secured by special mortgage on certain urban real estate. The contributions first claimed are of six dollars on each of his 22 shares of $500 each, for five years, including 1865, with interest at eight per cent. They were levied under the provisions of Sec. 6 of Act 100 of 1847, extending the liquidation of the Association. The contributions secondly claimed are of forty dollars on each of [427] the same shares, with like interest. They were imposed under the terms of Act 40 of 1878, providing for a final liquidation of the concern. Both contributions are claimed to satisfy an indebtedness to the State, and a liability incurred by her for the Association. Under the averment of her claim and of an interest in the recognition and enforcement of the demand the State intervened, joining and assisting plaintiffs. Numerous defenses were set up, which can be said substantially to be: that the petitioners have no standing in court; that their right of action is barred by prescription;, that the State is no creditor of the concern and has no interest in the litigation, and that, lackiug a foundation, the claim must fail. From a judgment overruling the exception to plaintiffs’ capacity to sue, and referring other defenses set up in limine to the merits, and from another judgment entitling the petitioners to recover, the defendant has appealed. On Exceptions. The plaintiffs were appointed under authority of Acts Nos. 113 of 1853 and 40 of 1878, for the purpose of bringing the liquidation of the affairs of the concern to a final close. To that end they brought the present suit. The complaint is that they did not set forth their names, but merely stated their official capacities. It was not requisite that they should have given their names. As corporate bodies and chartered institutions can, during their existence, act judicially under the name or title given them in the act of incorporation, without mentioning the names of the officers representing them, so, when those organizations have ceased to operate and are in liquidation, the parties entrusted with the winding up of their business can sue in their official capacities without stating their individual names. C. P. 112; 6 An. 542. The plaintiffs have made themselves sufficiently known to the defendant by designating their titles. Suits brought by persons as agents, or for the use of others, have often been decided to have been properly instituted, and defendants have been held to answer the demand. H. D. 1124. Had the defendant seasonably denied the existence of any person entitled to the capacity alleged, the plaintiffs could have been held before issue joined to identify themselves with the trust, but that denial was never entered. The corporation was created in 1827. Its charter was modified in the year following. Its existence was to terminate in 1843; but in 1842 its charter was judicially declared forfeited. In 1847, with the consent of the stockholders, an assessment was [428] levied and the period of liquidation was extended to 1865. In the year following the legislature, authorized a continuation of the liquidation' until the maturity of the bonds which the State had issued in aid of the institution. In' 1878 an Act was passed directing a process of liquidation and providing for the continuation of previous officials, and for the appoint-1 ment of additional ones. This suit was brought by such officials. ■ In the exercise of powers inherent to all well regulated governments over insolvent estates, the legislature was authorized to adopt the Acts which it passed for the liquidation of the business of the Association, Those powers have constantly been exercised in Europe, in our sister States and in our own, in some form or other. 12 An. 288; 10 R. 460; 7 An. 319; 5 An. 470; 7 An. 286; 6 An. 457; 5 An. 740. The plaintiffs are rightfully in court and can sue as they have done. A payment made to them in their official capacity, of any sum due to1the concern, would exonerate the debtor and conclude the-organization! and all interested therein. 9 An. 265; 7 An. 114; 8 An. 132; 9 An. 341. The exception to the right of plaintiffs to represent the concern in this suit and to the mode in which they have appeared in court to represent it was not well taken and was properly overruled. The other-defenses advanced in limine could not be dealt with as exceptions and were properly referred to the merits, to which they -really belong.. The reference could occasion defendant no injury. '