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Frank Rizzo Inc. v. Alatsas

Decided: June 25, 1958.

FRANK RIZZO, INC., A NEW JERSEY CORPORATION, PLAINTIFF-APPELLEE,
v.
JAMES G. ALATSAS AND MARTIN SIEGEL, JOINTLY AND SEVERALLY, DEFENDANTS-APPELLANTS



On appeal from Superior Court, Law Division.

For reversal -- Chief Justice Weintraub, and Justices Heher, Wachenfeld, Burling, Francis and Proctor. For affirmance -- None. The opinion of the court was delivered by Francis, J.

Francis

Plaintiff obtained a judgment in the amount of $3,432.75, plus costs of $80.15, against Meridian Development Corporation, a New Jersey corporation, arising out of a corporate obligation. This suit was then brought on the judgment against James G. Alatsas and Martin Siegel, president and secretary of Meridian, in their individual capacities. On motion, summary judgment was granted against them. Their subsequent appeal was certified by us before consideration by the Appellate Division.

A mere outline of the case demonstrates its unusual nature. Ordinarily, we do not think in terms of the possibility of individual liability of corporate officers for obligations incurred by the entity in the usual course of business. Such personal liability is inconsistent with the existence of a body corporate at common law and can emanate only from some positive legislative fiat. Salt Lake City National Bank v. Hendrickson, 40 N.J.L. 52, 55 (Sup. Ct. 1878). The alleged cause of action arises out of N.J.S.A. 14:8-16, under circumstances to be detailed. The statute provides:

"Upon payment of each installment of capital stock, and of every increase thereof, the president or a vice-president and the secretary or treasurer shall make a certificate stating the amount of the capital so paid and whether paid in cash or by the purchase of property. This certificate shall be signed and sworn to by the president or such vice-president and the secretary or treasurer,

and shall be filed in the office of the Secretary of State, within 10 days after such payment.

" If any of such officers neglect or refuse so to do for 30 days after written request so to do by a creditor or stockholder of the corporation, they shall be jointly and severally liable for all its debts contracted before the filing of such certificate ." (Emphasis added)

No certificate had been filed in the present case prior to the entry of judgment against the corporation. Thereafter, plaintiff's attorneys sent by certified mail to Alatsas and Siegel the following notice dated August 8, 1957:

"Demand is hereby made on behalf of Frank Rizzo, Inc., that you file, within 30 days from the receipt of this letter a certificate in the office of the Secretary of State, stating the total amount of capital paid into the Meridian Development Corporation and whether it was paid in cash or by the purchase of property.

Very truly yours,

Brown, Connery, Kulp ...


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