elevator stuck, could not the operator try to make it open? It would not tend to efficiency on the part of the employee if when so simple a thing as happened occurred, that he might not investigate.

The question involved is not new in this court. Some of the cases are Jendrus v. Detroit Steel Products Co., 178 Mich. 265 (L. R. A. 1916A, 381, Ann. Cas. 1915D, 476); Clem v. Chalmers Motor Co., 178 Mich. 340 (L. R. A. 1916A, 352) ; Rayner v. Sligh Furniture Co., 180 Mich. 168 (L. R. A. 1916A, 22, Ann. Cas. 1916A, 386); Redfield v. Insurance Co., 183 Mich. 633; Gignac v. Studebaker Corporation, 186 Mich. 574; Beaudry v. Watkins, 191 Mich. 445 (L. R. A. 1916F, 576); Ramlow v. Moon Lake Ice Co., 192 Mich. 505 (L. R. A. 1916F, 955); Poniatowski v. Stickley Bros. Co., 194 Mich. 294; Kent v. Boyne City Chemical Co., 195 Mich. 671; Oniji v. Studebaker Corporation, 196 Mich. 397; Cook v. Charles Hoertz & Son, 198 Mich. 129; Riley v. Mason Motor Co., 199 Mich. 233; McMinn v. C. Kern Brewing Co., 202 Mich. 414.

The award is affirmed, with costs to the claimants. BIRD, C. J., and OSTRANDER, STEERE, BROOKE, FELLOWS, STONE, and KUHN, JJ., concurred.

VER WYS v. VANDER MEY.

1. FRAUDS, STATUTE OF-FALSE REPRESENTATIONS-DEFENDANT NOT PERSONALLY BENEFITED-WHEN ACTIONABLE.

Under 3 Comp. Laws 1915, § 11983, where a false representation is made by one who does not derive any personal benefit from the resulting transaction, the representation, to be actionable, must be in writing over his signature.

2. SAME CORPORATIONS MISSIBLE.

VERBAL REPRESENTATIONS

-WHEN AD

Representations as to the credit of a corporation are within this statute; but if the action is brought against the corporation itself for fraud, verbal representations by its officers and agents may be shown.

3. SAME REPRESENTATIONS IN ARTICLES OF INCORPORATION-WHEN ACTIONABLE.

Statements in the articles of incorporation of a corporation, being represented by the signers thereof as true, and being in writing and signed by them, held, to fulfill the requirements of this statute authorizing a suit against the signers individually, by any one relying upon the representations and extending credit to the corporation, if damaged thereby.

4. FRAUD NATURE OF REMEDY-CORPORATIONS-FALSE REPRESENTATIONS IN DOCUMENTS ON FILE IN PUBLIC OFFICE.

The right of the public to rely upon the statements in the articles of incorporation on file in a public office or in the annual report of a corporation to the secretary of State is not affected by the fact that the question arises in an action at law rather than in a proceeding in chancery.

5. SAME-PROOF-SUFFICIENCY.

In an action against one of the original incorporators of a corporation for fraud and deceit based upon false statements in the articles of incorporation on file in a public office, and signed by defendant, where the record conclusively shows that there was not actually paid in in cash the amount set forth in said articles, and that the corporation was not possessed of property worth the amount therein set forth, which facts were known to defendant, held, sufficient to establish the fraud relied upon.

6. SAME-EVIDENCE-SUFFICIENCY.

Evidence, held, sufficient to warrant the finding of the court below that plaintiff relied upon said statements.

7. SAME-WEIGHT OF EVIDENCE.

Held, that the findings of the court below were not against the great weight of the evidence.

Error to Kent; Perkins, J. Submitted February 6, 1919. (Docket No. 97.) Decided July 17, 1919.

Case by Adrian L. H. Ver Wys against Thomas H. Vander Mey for fraud and deceit. Judgment for plaintiff. Defendant brings error. Affirmed.

John M. Dunham, for appellant.

Taggart & Kingston, for appellee.

This is an action on the case for fraud and deceit. The case was tried before the trial judge without a jury, and after hearing the evidence, the following findings of fact and conclusions of law were filed by him:

"I. That Adrian L. H. Ver Wys, the plaintiff, is a resident of the city of Grand Rapids, doing business under the name and style of Imperial Machinery Company; that defendant is one of the original incorporators of the Service Auto Wheel Company, a Michigan corporation.

"II. That for the purpose of completing its incorporation, the Service Auto Wheel Company filed its articles of association in the office of the county clerk for the county of Kent, on June 9, 1917; that the articles of association remained on file in said office until June 19, 1917, when they were copied into the records of the county clerk and mailed to Charles G. Turner, attorney for the corporation.

"III. That the articles of association show that the authorized capital stock of the corporation was ten thousand ($10,000) dollars and that of this amount, seventy-eight hundred ($7,800) dollars had been actually paid in at the time of incorporation, sixteen hundred ($1,600) dollars in cash and sixty-two hundred ($6,200) dollars in other property.

"IV. That defendant signed the articles of association and acknowledged same, and made affidavit in the articles that the property taken in payment for the capital stock had been actually transferred to the corporation and that the property was of the actual value of sixty-two hundred ($6,200) dollars.

"That defendant had paid in full for the shares of stock of the corporation subscribed for by him, and

that none of the other stockholders of the corporation had paid the amount of their subscriptions.

"V. That said affidavit was untrue in that the property taken in payment for the capital stock and claimed to be of the value of sixty-two hundred dollars ($6,200) was not worth to exceed the sum of twelve hundred ($1,200) dollars and that this fact was well known to defendant; that the amount of money paid for the capital stock was not the sum of sixteen hundred ($1,600) dollars, as stated in said articles, and was not to exceed ten hundred and eighty ($1,080) dollars, and that this fact was known to defendant when he signed and executed the articles of association and affidavit attached thereto.

"VI. That on July 12, 1917, the Service Auto Wheel Company filed a voluntary petition in bankruptcy in the United States district court for the western district of Michigan, and was on said day adjudicated a bankrupt; that the schedules filed in the bankruptcy matter were signed and sworn to by defendant, Vander Mey, who was secretary-treasurer of the corporation; that the schedules disclosed claimed assets of twelve hundred and seventy-eight dollars and ten ($1,278.10) cents and liabilities amounting to seventeen hundred and fourteen dollars and sixty-nine ($1,714.69) cents.

"VII. That prior to the incorporation of the Service Auto Wheel Company, plaintiff had sold supplies and material to defendant and his associates to the value of one hundred and seventy-seven dollars and eighteen ($177.18) cents; that of the amount so sold before the incorporation all but six dollars and sixtyfive ($6.65) cents was paid prior to June 11, 1917.

"VIII. That on or about the ninth day of June, 1917, defendant went to plaintiff's place of business and requested plaintiff to grant credit to the corporation on his books and stated to plaintiff that he and his associates were now incorporated for ten thousand ($10,000) dollars, and that more than half of this amount had been actually paid in.

"IX. That on or about the day following the talk between defendant and plaintiff, plaintiff went to the office of the Kent county clerk and made inquiries relative to the records of the Service Auto Wheel Com

pany in said office; that he examined the articles of association of the said corporation then on file in said office, containing the statements hereinbefore set forth; that plaintiff relied upon the statements contained in the articles of association as to the amount paid in and value of property received, and gave credit in reliance thereon; that between the time when plaintiff examined the articles of association and the date of the filing of the petition in bankruptcy by the corporation, plaintiff sold supplies and material to the corporation to the value of three hundred and four dollars and seventy-nine ($304.79) cents, and that credit was extended therefor to the corporation because of the statements and representations contained in the articles of association.

"X. That nothing was paid by the corporation to plaintiff on account of the goods sold to it, but that plaintiff proved his claim in the bankruptcy proceeding and received dividends therefrom amounting to thirty-eight dollars and five ($38.05) cents, leaving a balance of two hundred and sixty-six dollars and seventy-four ($266.74) cents.

"Conclusions of Law.

"I. The statements contained in the articles of association were material and were relied upon by the plaintiff in giving the credit in question. Plaintiff had a right to rely on the truth of such statements.

"II. That such statements were not true in fact and were in their effect a legal fraud upon the plaintiff. Defendant is a party to and is responsible for the fraud committed upon the plaintiff by having joined in the making and filing of the articles of association.

"III. The fact that defendant has as between himself and the corporation paid his stock subscription in full does not relieve him from liability to the plaintiff.

"IV. Plaintiff has been damaged by reason of the fraud and false representations in the articles of association made and executed by defendant as aforesaid in the amount of two hundred sixty-six dollars and seventy-four ($266.74) cents.

"V. Plaintiff is therefore entitled to a judgment for the said sum of two hundred and sixty-six dollars and seventy-four ($266.74) cents together with his costs to be taxed."