Cumberland College v. Ish

Crocker, J. delivered the opinion of the Court—Norton, J. concurring. This is an action upon a promissory note executed by the defendant in the foEowing words: “ Ten years after date I promise to pay to the Board of Trustees of the Sonoma Academy, or their successors in office, as a permanent endowment fund, the sum of five hundred dofiars, with twelve and one-half per cent, per annum interest from date until paid, the interest payable annually; and if not so paid, or within twenty days after each instaEment becomes due as above, then the whole amount, principal and interest, becomes due and payable at the option of the holders thereof. The above is in [644]consideration of the establishment of said Sonoma Academy. No change in the name, character, or management of the said Academy shall affect the liability to pay this note. Suisun, California, September 19th, 1860.” The plaintiffs aver that they are a corporation ; that they are the holders of the note, and that “ Cumberland College ” is the same institution of learning that was formerly known as the “ Sonoma Academy” mentioned in the promissory note. They also aver that Sonoma Academy was established and after-wards changed to Cumberland College, and that the note is the property of Cumberland College. The defendant demurred to the complaint; the Court sustained the demurrer; the plaintiffs waived the right to amend, and final judgment was rendered for the defendant, from which the plaintiffs appeal.

It is insisted that the complaint does not show that the plaintiffs have any interest in the note which will entitle them to maintain this action; that they are not “ successors in office ” of the Trustees of Sonoma Academy; that the Cumberland College cannot in law be the same institution as the Sonoma Academy, and that the Sonoma Academy was not and could not be a corporation, as Cumberland College is. We do not think these objections tenable. Whether the Sonoma Academy was a corporation or not, we do not conceive can make any difference. We see no reason why a corporation may not have been formed, under the laws of this State, with that name. Under the peculiar terms of the note, it is due and payable to the institution then known as the Sonoma Academy, whatever change in the name, character, or management of the Academy might be made. The complaint avers that a change was made in the name from Sonoma Academy to Cumberland College, and thus the right to recover upon the note vested in the institution under its new name, by the special agreement of the defendant set forth in the note itself.