Chandler v. Hoag , 9 N.Y. Sup. Ct. 613 ( 1874 )

Tappen, J.:

On the 27th January, 1872, the defendant became a trustee of the Star Publishing Company, a manufacturing corporation organized under the general law. On the 20th of August, 1872, he sent in a written resignation, and ceased thereafter to act as trustee. The resignation was not acted on, or entered upon the minutes of the company, until November following. Held, that his trusteeship lasted from January 27th to August 20th, 1872, and not longer.

When defendant took the office of trustee, the annual report of ' the company, required by law to be published within twenty days after the first of January in each year, had not been published. The omission to publish it centinned during the trusteeship. A debt was contracted by the company to the plaintiffs assignor ; it passed into judgment, and, after the regular proceedings thereon, this action is brought to charge the defendant with personal liab'il- " ity therefor. It will be observed that three things concur here, as required by Shaler and Hall Quarry Co. v. Bliss, ^* to wit: The trusteeship, the default to publish, and the debt. The debt was for printing, at the rate of $230 per week; and, while the defendant will not be held liable for so much of the debt as was contracted after he ceased to be trustee, he will be held for that part" of it contracted between July 6th and August 20th, 1872, during which time he was a trustee. If he desired to avoid personal liability, it was his duty, as it was in his power, to have the annual report published immediately after he became trustee, ^†

The fourth section of the general law in question, contemplates the resignation of a trustee. It does not say his resignation shall be accepted, nor does it require an entry in the minutes to make the resignation complete; and his right to resign does not seem to be in any doubt. ^* The plaintiff having been nonsuited at the reference, a new trial is ordered at circuit, costs to abide event.

Present—Barnard, P. J., Tappen and Talcott, JJ.

Judgment reversed and new trial ordered, costs to abide event.

* 27 N. Y., 297.

† R. S. (Edmunds’ ed.), vol. 3, 735; Vincent v. Sands, 11 Abb. (N. S.), 366; Shaler and Hall Quarry Co. v. Bliss, 27 N. Y., 297.

* Squires v. Brown, 22 How., 45.