Strahm v. Fraser

THE COURT.

Plaintiff was employed by Vaughn & Fraser, a corporation, as assistant operator in a photographic studio at a salary of $90 per month. Subsequent to the rendition of the services Vaughn & Fraser transferred all of its

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properties to the defendant corporation, Fraser Studios. Plaintiff sued for labor and services rendered, joining as defendants George G. Fraser and Mary L. Fraser, individually and as trustees of Vaughn & Fraser, a corporation; George G. Fraser, doing business as Vaughn & Fraser; Vaughn & Fraser, a corporation, and Fraser. Studios, a corporation. The trial court rendered judgment in favor of the plaintiff and against defendants, including the appellant, Fraser Studios, a corporation, for the sum of $735, with interest and costs, and this appeal is from said judgment.

The point presented for reversal is that there was no evidence to support a finding that Fraser Studios—which was organized and incorporated subsequent to the termination of the employment of the plaintiff—could be held liable as an original contractor, no showing having been made that it ever assumed the obligation in suit. The sole question, therefore, is whether or not Fraser Studios and Vaughn & Fraser are substantially the same corporation.

As indicating the substantial identity of the two corporations, it appears in evidence that the same premises were occupied by the two corporations; that the same furniture was used in the business of the two corporations, and that the old names were publicly displayed at the original place of business. It is well settled that the identity of a corporation is not destroyed, nor are its legal obligations obliterated, by the mere fact of reincorporation under the same or a different name, and a transfer of the corporate assets from the old to the new corporation will, when warranted by the pleadings and proof, be considered as having been done to hinder, delay and defraud creditors of the old corporation.

(Koch

v.

Speedwell Motor Car Co.,

24 Cal. App. 123, [140 Pac. 598, 600]; 2 Clark and Marsh on Corporations, sec. 342.)