Lincoln v. Crandell
New York Supreme Court
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.
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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. On the 15th February, 1835, a contract was drawn up between those five last named persons on the one part, and the plaintiff on the…
1Opinion of the Court
By the Court,
Bronson, J.
The 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.
In 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…
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