shareholders individually by the mere act of presenting his claim for wages in order to be entitled to a dividend from the assignee; nor by taking a note and obtaining judgment against the corporation and receiving a pro rata payment out of the corporate assets.2 The mere dissolution of a corporation by suspension of business, or by an assignment for the benefit of creditors, does not destroy the right of a servant to enforce the personal liability of stockholders for wages.' In actions under these statutes brought in a foreign State, they will be construed in accordance with the construction given them in the courts of the State that enacted them.1 1 Sleeper v. Goodwin, (1887) 67 Wis. 579. 2 Jackson v. Meek, (1888) 87 Tenn. 69; s. c. 10 Am. St. Rep. 620. Sleeper v. Goodwin, 67 Wis. 579. 4 Viele v. Wells, (1882) 9 Abb. N. Cas. 277, a case arising under the Michigan statute. CHAPTER IX. PARTNERSHIP LIABILITY OF MEMBERS. § 159. Liability of members-[§ 168. Voluntary associations § 159. Liability of members-(a) From acts prior to incorporation. Persons engaged in organizing a company, become personally liable upon transactions entered into by them on its behalf, unless their contracts be expressly conditioned upon the successful formation and incorporation of the company and its ratification of their acts. This liability rests upon the law of agency, their position being that of agents of an undisclosed principal. Accordingly, persons 'dealing with them may, upon the incorporation of the company and its ratification of the contracts made in its behalf, elect to have their remedy either against the individuals with whom the contract was made or against the company, unless, of 1 Landman v. Entwistle, 7 Ex. 632; Rennie v. Clarke, 5 Ex. 292; Higgins v. Hopkins, 3 Ex. 163. 2 Hurt v. Salisbury, 55 Mo. 310; Hopcroft v. Parker, 16 L. Times, N. S. 561. 3 course, plaintiffs had agreed to look to the company alone and the latter has assumed the liability. Under such an agreement the plaintiff may be left without redress by the insolvency of the company. In the absence of such an agreement, even a charter provision that the company alone shall be liable, is insufficient to deprive the creditor of his remedy against the persons contracting the liability.' But a promoter may show that by the terms under which he and the other members of a provisional committee consented to enter upon the work of organization, they were to incur no personal liability, and to have no power to bind one another.* § 160. The same subject continued Preliminary expenses. Persons engaged in floating and organizing a company, are liable for such of the preliminary expenses incident thereto, as they may have authorized to be incurred. It is a question of fact for the jury how far each of those who have participated in floating a company, thereby authorized his credit to be pledged for expenses necessarily incident thereto, and how far credit was given on the faith of his responsibility. For, there being no partnership relation between tracted with the plaintiff for the purchase of certain goods. The goods were delivered to the representatives of the proposed company, and were consumed in its business. The company became incorporated, and ratified the agreement, but collapsed before the purchase-money was paid. It was decided that the promoters were personally liable for the price of the goods, that without the consent of the plaintiff no subsequent ratification by the company could relieve them of this liability, and that parol evidence was not admissible to prove that personal liability was not intended. 1 Whitwell v. Warner, 20 Vt. 425. 2 Landman v. Entwistle, 7 Ex. 632. 3 Witmer v. Schlatter, 2 Rawle, 359. 4 Rennie v. Clarke, 5 Ex. 292. Braithwaite v. Skofield, 9 Barn. & C. 401; Nockells v. Crosby, (1825) 3 Barn. 814, 823; Wallstab v. Spottiswoode, (1846) 15 Mees. & W. 501, 516, where it was held that the fact that a committee-man attended and took part in a meeting at which a resolution incurring certain expenses was passed, will be sufficient to render him liable. But in Hall's Case, 3 De Gex & S. 214, it was held that one who attended a meeting merely as a spectator, and took no part it its proceedings, and expressly requested that his name might not be inserted in the books of the company, could not be made liable. "Reynell v. Lewis, 15 Mees. & W. 517; Bailey v. Macaulay, 13 Q. B. 815, holding also that in determining what expenses are necessarily incident to the undertaking, the jury are to consider what expenses are ordinarily incurred in promoting them,' and no presumption of general agency to act one for another, no one of them can be held liable for such expenses who dissented from the resolution to incur them, or who left the meeting before the resolution was adopted. In order that he may be bound, it is essential to show that the work was done, or the goods supplied under a contract with him or his authorized agent. sence of evidence that he has companies of a similar kind; Williams v. Pigott, 2 Ex. 201, holding that where the persons entering into the provisional agreement appoint a managing committee, and the scheme proves abortive, and there are no funds out of which to pay the expenses of the managing committee, it is a question of fact for the jury, whether the latter have been authorized to pledge the credit of the provisional committee men or whether in incurring the expenses they were acting as the agents of the projected company. Admissions by a promoter to the effect that he was liable upon a certain contract are not conclusive evidence, where it is shown that he was ignorant of the liabilities legally attaching to him. Newton v. Belcher, 12 Q. B. 921. But in Besley's Case, 3 Macn. & G. 287, a promoter, in ignorance of the fact that his request to have his name withdrawn from the committee had been acceded to, having made a payment upon the debts of the company, it was decided to be such a recognition of his liability as would warrant his name being placed upon the list of contributories. Cf. Hole's Case, 3 De Gex & S. 241; Beach on Railways, § 7. 1 Forrester v. Bell, 10 Ir. R. C. L. 555. Consenting to act as a member of a provisional committee imposes upon the promoter none of the liabilities of partnership. Such an association constitutes no agreement And no promoter, in the abreceived authority from the to share in profit and loss, which is the characteristic of partnership. “It would be absurd to suppose that such a relation could be meant to be created by any of those who consented to act." Reynell v. Lewis, 15 Mees. & W. 517; Bailey v. Macaulay, 13 Q. B. 815; Lindley on Partnership, 31, 33; Beach on Railways, § 8; Denton v. Macniel, 2 Eq. 352, holding that a promoter can maintain a suit against his co-promoters only upon consenting that an account be taken of the expenses of all his associates; Lewis v. Smith, 19 L. J. C. P. 278, holding that an agreement to indemnify a provisional committee-man for all expenses incurred by him in the promotion of the scheme, does not embrace the costs of an action improperly brought against him as a member of the committee. 2 The law will not imply an authority from him to the other members of the committee to bind him by their contracts from the mere fact of consenting to join the provisional committee. Reynell v. Lewis and Wyld v. Hopkins, reported together, 15 Mees. & W. 517. 3 Besley's Case, 3 De Gex & S. 224; Robert's Case, 3 De Gex & S. 205. 4 Bailey v. Macaulay, 15 Q. B. 533; Reynell v. Lewis, 15 Mees. & W. 517; Wilson v. Curzon, 15 Mees. & W. 532; s. c. 5 Am. & Eng. Ry. Cas. 24. others to contract for them, can render them responsible for his acts. But while merely agreeing to become members of a provisional committee will not create the liability of partnership, there are nevertheless circumstances from which it may arise; and when these conjoin, each of the promoters may be held liable upon contracts made by the others.2 Thus where there is evidence that a promoter has consented to be a provisional committee-man, and has authorized his name to be inserted in a particular prospectus in which certain persons are designated as the acting committee, solicitors, engineers and secretary, and this prospectus has been so publicly circulated, with the promoter's consent, that the jury would presume that the plaintiff knew of it and acted upon it, the question arises how far the promoter, as a provisional committee-man, may be rendered liable for the acts of the persons therein designated as the acting committee, solicitors, engineers and secretary. This is a question of fact and must of course depend upon the terms of each particular prospectus. If the prospectus state merely the names of the provisional committee and nothing more, and no light be derived from the context, that circumstance does not alter the liability of the promoter. If not responsible as being one of that committee in fact, he cannot become so by the representation of the fact. But if the prospectus states the names of an acting or managing committee also, or of solicitors, secretaries, or other officers, it is for the jury to determine whether the acting committee and other officers are to take upon themselves the whole management of the scheme, or whether the provisional committee has constituted the latter their agents to Patrick v. Reynolds, 1 C. B. N. S. 727; Burbridge v. Morris, 3 Hurl. & C. 664; Wilson v. Curzon, 5 Am. & Eng. Ry. Cas. 24; Williams v. Pigott, 2 Ex. 201; Dawson v. Morrison, 5 Am. & Eng. Ry. Cas. 62. 2 Reynell. Lewis, 15 Mees. & W. 517, 530; Landman v. Entwistle, 7 Ex. 632; Forrester v. Bell, 10 I. R. C. L. 555; Higgins v. Hopkins, 3 Ex. 163; Baley v. Macaulay, 13 Q. B. 814; Newton v. Belcher, 12 Q. B. 921; Carrick's Case, 1 Sim. N. S. 505; |