Greenberg-Miller Co. v. Everett Shoe Co.
Supreme Court of Georgia
Complaint. Before Judge Felton. Bibb superior court. July 31, 1911. Error was assigned upon a judgment dismissing the plaintiff’s case on general demurrer. According to the allegations of the petition, as amended, the plaintiff sold a bill of merchandise to the 'firm of Parks & Everett, composed of J. J. Parks and S. A. C. Everett.
Read the full summary
Complaint. Before Judge Felton. Bibb superior court. July 31, 1911. Error was assigned upon a judgment dismissing the plaintiff’s case on general demurrer. According to the allegations of the petition, as amended, the plaintiff sold a bill of merchandise to the 'firm of Parks & Everett, composed of J. J. Parks and S. A. C. Everett. Parks sold out his interest to Everett, and the latter organized the defendant corporation, which “took over the stock and assets of the old firm.” Parks had no other property than that transferred to Everett. Everett “put all his stock of merchandise . . into the…
1Opinion of the CourtAtkinson, J.
The petition is to be construed most strongly against the pleader. The general allegations as to fraud, insolvency, and absorption of the copartnership by the corporation are mere conclusions of the pleader. The substantive allegations of fact show a sale by Everett to the corporation and receipt of a consideration, the value and sufficiency of which is not questioned. The sale, therefore, must be regarded as lawful. The corporation was a different entity from the firm, and there was no promise by that entity to the firm, or to its creditors, to pay the debts of the firm. The attempt,…
2Cases cited1 opinion
- Culberson v. Alabama Construction Co.Supreme Court of Georgia · 1907
3Cited by5 opinions
- Schneider v. SmithSupreme Court of Georgia · 1940
- In Re W. J. Marshall Co.District Court, S.D. Georgia · 1924
- In re Stone-Moore-West Co.District Court, N.D. Georgia · 1923
- Abney v. Audio (In re Environmental Electronic Systems, Inc.)District Court, D. Georgia · 1980
- Dickson-Carroll Co. v. United States Fidelity & Guaranty Co.Court of Appeals of Georgia · 1938