Northup v. Altadena Mining & Investment Syndicate

KERRIGAN, J.

This is an action upon a promissory note. Plaintiff had judgment against both defendants, and from this judgment and an order denying their motion for a new trial defendants appeal.

In June, 1903, plaintiff, who for several years prior to that time had been a piano and music dealer in the city of San Jose, conducting business under the name of the “Northup Piano House,” sold that business to the Altadena Mining and Investment Syndicate (hereinafter called the Altadena Syndicate), and took from it in consideration therefor the note in suit, payable August 27, 1904. September 19, 1903, the business conducted under the name of the Northup Piano House was incorporated. December 29, 1903, the business of the Northup Piano House, including all accounts, leases, books, fixtures, etc., by an instrument in writing, was transferred from the Altadena Syndicate to the newly organized Northup Piano House, a corporation. The latter cor

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poration, as a consideration for the transfer, gave the Altadena Syndicate three thousand shares of its capital stock, and agreed to pay its debts, including the promissory note in suit here of $2,000. The Northup Piano House corporation has paid all the debts of the Altadena Syndicate thus assumed except this note, and it has paid part of that. The Northup Piano House business was the principal asset of the Altadena Syndicate.

The question for decision is whether the appellant Northup Piano House, a corporation, is liable to respondent on this contract—respondent claiming that it was made for his benefit.

To recapitulate the terms of the contract, appellant corporation Northup Piano House accepted a transfer fro'm the Altadena Syndicate of the Northup Piario House business, and as a part of the consideration therefor agreed to pay the debts of the latter, including respondent’s note. This contract was made for the benefit of respondent, and he has a right of action founded on it. (See Civ. Code, sec. 1559;

McLaren

v.

Hutchinson,

22 Cal. 190, [83 Am. Dec. 59];