Beach against The Fulton Bank

Beach against The Fulton Bank. ALBANY Oct. 1827. Trover will lie against a corporation xggregate. ^ toover for flour and lard; tried at the last Mew York circuit, the verdict was for the plaintiff, against the defendants, a corporation aggregate. J. Hoyt now moved in arrest of judgment, on the ground that trover would not lie against this corporation. He ,said they were chargeable as a corporation, with no act, which their charter does not give them power to do. To warrant their being charged in this shapé, they must have done something which affects all the stockholders. The action is, in effect, against the stockholders, for whom the defendants are agents. To affect their principal, they must act within their authority. (5 Wheat. 326, 337, per Johnson, J.) He said he was aware of the case of Yarborough v. The Bank of England, (16 East, 6,) which holds that trover will lie against a corporation aggregate. But that action was for the conversion of articles, in which the defendants had power by their charter to deal. Hot so here. The defendants are forbidden to deal in goods and chattels. (Sess. 47, ch. 149, s. 1, p. 144.) He admitted that on this motion in arrest, every intendment would be against the defendants; and that if the conversion charged could be brought home to them, as a corporation, in any way, the *verdict would be sustained; but he denied that it could. He said the proviso in the first section of the charter, allowing them to take in pledge and sell, would be found to apply only to stocks, not to goods and chattels generally. [Woodworth, J. But suppose the defendants had concluded to rebuild their banking-house; could they not exchange the old materials for new ones; and as "a corporation convert the latter to their own use ?] [Sutherland, J. So suppose they had obtained judgment for a debt; could they not seize and sell goods in execution ? Might they not also attach the goods, of an absconding debtor who owed them ?] Hoyt admitted that in this way they might convert goods as a corporation. B„ut he submitted whether they could charge the stockholders by the tortious conversion of goods in any way. It is what they have no right to do. They have no authority from the stockholders. Suppose, said he, the defendants had passed a resolution that they would indemnify an agent against a breach of the peace. They would be liable individually: But it would be most dangerous to the stockholders, if the expense of every illegal act done by the defendants, under pretence of corporate power, must be paid by the former. Trespass will not lie against a corporation aggregate. (1 Kyd on Corp. 223 to 225; 6 Vin. Abr. 300, Corporations, (Q,) pl. 15.) Yarborough v. The Bank of England is the only authority which holds, that trover lies against a corporation aggregate; and that case, being since the revolution, is not binding here. Trover implies a tortious conversion; and principle is against its lying in such a case as the present. S. A. Foot, contra, did rely on Yarborough v. The Bank of England, (16 East, 6,) and the authorities there referred to, as decisive of this question. Actions arising ex delicto against corporations, he said, are now common; and the right to maintain them perfectly well settled, not *only in England, but in this state. Is it to be endured, that the various corporate agents of this country shall wrongfully convert the goods of strangers to the benefit of their principals ; that the latter shall receive the avails into their vaults: and yet turn the injured party round to an action for money had and received, in which the price of the sale, not the true value of the goods, would form the measure of the damages ? When a wrong is committed for the benefit of a corporation, and they adopt the wrong by taking the avails of it, they are liable directly in the same form, and to the same extent as an individual. He denied that these defendants were forbidden by their charter to take any goods in pledge for their debts. [MAJORITY — Savage, Ch. J.] Savage, Ch. J. It is very properly conceded that here are only two questions; 1. Whether the defendants could be guilty of a conversion of these goods, as a corporation, in any way; and 2. Whether trover will lie against a corporation aggregate. We cannot bring ourselves to doubt on either question; and this motion is therefore denied. Motion denied See N. Y. Dig. vol. 4, tit. Trover.