Lincoln v. Crandell

Decided May 15, 1839

New York Supreme Court · decided 1839-05-15

Question of parties. In contemplation of obtaining an act of incorporation of a literary association to be called the De Ruyter Institute, in the county of Madison, a meeting was held of persons called the directors of the institute on the 15th October, 1835, at which a committee was appointed to superintend the erection of an edifice for the purposes of the institute, consisting of Henry Crandell, Perry Bur-dick, L. B. Goodwin, E. D. Jenlcs, and Ira Spencer.

Good law ✅— No negative treatment on recordhow we know

Decided 1839-05-15

How this case has been cited

Cited by 5 later decisions — most recently November 1883

5 state decisions

Later decisions citing this case, by decade. The current decade is in progress, and our corpus holds fewer opinions from the most recent years, so the latest bars are undercounted — not a real decline.

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¶1By the Court,

Bronson, J.

¶2The defendants covenanted for themselves as individuals. They did not describe them selves in the contract, nor sign it, as trustees, directors, agents, committee, &c.; and there is nothing in the contract from which it can be inferred that they either intended to bind any body but themselves, or that they were themselves unwilling to be personally bound.

¶3In all the various forms in which the question was presented, the referees decided that the written contract could not be contradicted by paroi proof that the defendants did not intend to be personally liable. They decided correctly—and this answers most of the exceptions taken on the hearing.

¶4Although the trustees of the corporation on the 2d June, 1336, approved of the contract, it was none the less the undertaking of the defendants individually.

¶5Motion denied,