
    Simon Ginsburg et al., Respondents, v. The Union Cloak and Suit Company, Appellant.
    (City Court of New York, General Term,
    June, 1901.)
    Corporation — Contract made before its organization — Admissions of officers.
    A foreign corporation named The Union Cloak & Suit Co. cannot be held liable on renewal notes made by a domestic corporation under its name of The Union Cloak Co. where the merchandise debt represented by the notes was created before the foreign corporation was organized and it never received any benefit of the goods nor any other consideration for the notes.
    Statements of officers of the foreign corporation, made to the payees of the notes, that it used the name Union Cloak Co.^ in signing its notes, and that the corporations were the same, cannot in such case make the foreign corporation liable to the payees.
    Appeal from a judgment entered upon a verdict in favor of the plaintiffs, and from an order denying a motion for a new trial.
    Louis A. Jaffer, for appellant.
    Max D. Steuer, for respondents.
   O’Dwyer, J.

The notes in suit are made by the Union Cloak Company, a corporation organized under the laws of the State of Mew York, and were issued in renewal of other notes of the same corporation, given in settlement of a claim against said corporation for goods sold to it in 1899.

To maintain this action against the defendant, a corporation organized under the laws of the State of Kew Jersey, after the debt for which the notes were given was incurred, it is claimed that at the time of the giving of the notes in suit the president and the secretary and treasurer of the defendant corporation stated to the plaintiffs that the notes in suit were the notes of the defendant, and that the form- in which they were signed was the form used by the defendant for signing its notes, and that the Union Cloak Company and the Union Cloak & Suit Company, this defendant, were the same; that by reason of these statements the notes are the notes of the defendant and it is liable thereon.

The debt for which the notes were given was contracted prior to the time that the defendant corporation had a legal existence, and the record fails to disclose any evidence showing that this defendant received any benefit from the goods purchased by the Union Cloak Company, and it appears that no other or further consideration is claimed as having been given for the notes in suit.

It follows that the defendant is not liable upon these notes, and the judgment and order herein appealed from must he reversed and a new trial ordered, with costs to appellant to abide the event.

Conlan and Hascall, JJ., concur.

Judgment and order reversed and new trial ordered, with costs to appellant to abide event.  