Rosenthal v. Light

Appeal from a judgment entered January 17, 1919, upon an order of the Appellate Division of the Supreme Court in the first judicial department, which reversed an order of Special Term overruling a demurrer to the complaint, sustained such demurrer and directed a dismissal of the complaint, which alleged an agreement by defendant to cause and procure the incorporation under the laws of the state of Connecticut of a corporation to be called the Monroe Clothes Shop Company, of which the defendant was to be an incorporator, director and stockholder, and also to procure the execution by said corporation after its organization of a certain contract or agreement with plaintiff, and the execution of a written guaranty by the defendant and his wife of the performance of the contract by the corporation. The complaint further alleged that the corporation was formed as agreed; that the defendant became an incorporator and a director and stockholder, and ever since its incorporation has been in active charge and management of said corporation, and its business, and that the defendant had failed, neglected, omitted and refused to cause and procure said corporation to execute and deliver the agreement or contract with plaintiffs, and had failed and refused to execute and deliver the guaranty by defendant and his wife. The defendant, in support of his demurrer to the complaint upon the ground that it did not state facts sufficient to constitute a cause of action, claimed that the contract was void as against public policy because it was an agreement which tended to hamper and control the functions of corporate officers, and that the proposed contract, if executed by the corporation, would be unenforceable for indefiniteness and lack of mutuality,