Northern Liberty Market Company v. Kelly

This was a writ of error to reverse a judgment for the defendant in an action brought on April 4, 1884, by a corporation formed for the purpose of erecting a market-house in the city of Washington, and carrying on a marketing business there, upon 20 promissory notes made by him to the plaintiff, dated January 1, 1875, for $171.05 each; two payable in 52 months, two in 58 months, two in 64 months, and two at the end of each succeeding 6 months, the last two being payable in 106 months after date, and all bearing interest at the yearly rate of 8 per cent. Also upon a promissory note made by the defendant, dated August 5, 1881, for $1,881.60, payable in 90 days after date; and upon a promissory note, dated March 11, 1881, for $394.08, made by one William S.C.ross, and guarantied by the defendant, and payable in 60 days after date; each of the last two notes bearing interest at the yearly rate of 6 per cent.

The judgment was rendered upon a case stated by the parties, in substance as follows: The plaintiff is, and since May 18, 1874, has been, a corporation, duly incorporated under the general incorporation act in force in the District of Columbia, (Rev. St. D. C. §§ 553-593,) by which it became a corporation for 20 years, and capable of suing and being sued, and of taking, holding, and conveying any real and personal estate necessary to enable it to carry on its business. On January 1, 1875, being the owner in fee of a parcel of land in the city of Washington, and having built a market-house thereon, it offered for sale by public auction leases for 99 years, renewable forever, of the stalls in the market-house, at a specified rent, the highest bidder being entitled to his option of the stalls. At the sale the defendant was the highest bidder for a stall, and made and delivered to the plaintiff, in part payment of the purchase money for the option of that stall, the 20 notes for $171.05 each, and afterwards received from the plaintiff such a lease of that stall, and took and has since retained possession of the stall under the lease. On August 5, 1881, the defendant, with full knowledge of the foregoing facts, including the fact that by the terms of incorporation the plaintiff's corporate existence was limited to 20 years, made and delivered to the plaintiff the note for $1,881.60, in compromise of the 20 original notes, and upon express agreement that if this note should not promptly paid at maturity, the plaintiff might surrender it to the defendant, and thereupon the plaintiff's cause of action upon the original notes should revive. The note for $394.08 was made by Cross, and guarantied by the defendant, under like circumstances, and in consideration of the surrender of two other notes similar in amount and consideration to the 20 notes before mentioned. All the notes in suit remain unpaid, otherwise than by the giving of the note for $1,881.60, and all are still held by the plaintiff.

R. T. Merrick and J. J. Darlington, for plaintiff in error.

James G. Payne, for defendant in error.

[Argument of Counsel inteneionally omitted]

Mr. Justice Gray delivered the opinion of the court. He recited the facts as above stasted, and continued: