
    WEISS v. ARNOLD PRINT WORKS.
    (Circuit Court, S. D. New York.
    May 1, 1911.)
    CORFOBATIONS (§ 448*). — LIABILITY FOE BREACH — PERSONS LIABLE.
    • The defendant corporation is not liable on a contract made before it came into existence by plaintiff with another corporation of the same name; and, though the promise of the officers of the defendant corporation before it came into existence might bind them individually, it could not bind the defendant.
    [Ed. Note. — For other cases, see Corporations, Cent. Dig. §§ 1709, 1789-1792; Dec. Dig. § 448.*]
    'Note. How does-this court get jurisdiction? The defendant is alleged'to'be a Massachusetts corporation but I am unable to find any allegation as to the citizenship of the plaintiff.
    At Law. Action by Charles Weiss'against the Arnold Print Works. Heard on complaint and demurrer thereto.
    Demurrer sustained, with leave to amend.
    Goldsmith, Rosenthal, Mork & Baum, for complainant.
    Jefline, Larkin & Rathbone, for defendant.
   COXE, Circuit Judge.

The defendant, though bearing the same name as the corporation which made the contract, is a totally distinct corporation. All of the agreements alleged in the complaint were made before the defendant came into existence. The promise of the officers of the existing-corporation might bind them individually, but could not bind a corporation not then in esse. If A. agrees to secure the' émploynient of B. by C. and C. does not employ B., B. -has no cause of action against C. • Assuming the agreement to be valid and upon sufficient consideration, B. might have an action for damages against A., but in order to hold C., it must be shown that he was a. party to the contract. If B. does work for C. with the latter’s knowledge .and i consent, C.. might be sued upon a quantum meruit for the value, qf -B.’s services but not upon a contract, for the reason that C. has made. no. contract.

The. demurrer is sustained with costs, with leave to> the plaintiff to amend within 20 days after entry of order on paying costs, of demurrer.  