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Portage Shoe Manufacturing Co. v. Reich

Decided: January 26, 1959.

PORTAGE SHOE MANUFACTURING CO., DIVISION OF WEYENBERG SHOE MANUFACTURING CO., A WISCONSIN CORPORATION, PLAINTIFF-APPELLANT,
v.
MILTON REICH, HAROLD WEXLER, ET AL., DEFENDANTS-RESPONDENTS



Price, Hall and Gaulkin. The opinion of the court was delivered by Gaulkin, J.A.D.

Gaulkin

[53 NJSuper Page 601] Plaintiff sued Vogue Shoe Center, Inc. for $2,118.71 for goods sold and delivered. In

a separate count, plaintiff sued defendants Reich and Wexler for said sum on the ground that (to quote the complaint) "Plaintiff did request defendants to file a Certificate of Paid In Capital for said debtor corporation," defendants failed to file it, "and said defendants are therefore jointly and severally liable for the debts of said Vogue Shoe Center, Inc. * * * R.S. 14:8-16."

Judgment by default was entered against Vogue Shoe Center, Inc. (hereafter called Vogue), but summary judgment was entered in favor of defendants Reich and Wexler. The trial judge gave as one of the reasons for the entry of summary judgment that the "request" which plaintiff relied upon was not sufficiently clear and definite to meet the requirements of the statute. Plaintiff appeals.

We agree with the trial judge that the "request" was insufficient.

R.S. 14:8-16, as amended L. 1955, c. 154, 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."

Each defendant received a letter from plaintiff's attorney, addressed to Vogue as well as to him "c/o The Vogue Shoe Center, Inc.," which read as follows:

Re: Portage Shoe Manufacturing Company Division of Weyenberg

Shoe Manufacturing Co.

vs. The Vogue Center, Inc.

The Vogue Shoe ...


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