13 Colo. 198 | Colo. | 1889
delivered the opinion of the court.
The decision upon this appeal involves a construction of section 16 of the general corporation act of this state, which.section reads as follows: “Every such corporation
Section 16 is not entirely free from ambiguity when viewed with reference to the various conditions of fact which may arise in the transaction of corporate business. If, as contended by appellant, the words used are to be literally.construed, then in base of default “all the'directors * * * are * * * liable for all the debts.”
This construction would work such manifest injustice that it ought not to be adopted if the' language used will fairly admit of a more reasonable construction. It may frequently happen that the term of office of the directors in charge of the corporate business may expire, as in this case, after an indebtedness has been created, and after default; and it would be an unreasonable construction
The New York statute reads: “All the trustees of the • company shall be jointly and severally liable for all the debts of the company then existing, and for all that shall be contracted before such report shall be made.”
A comparison of the two acts shows that the statutes
Affirmed.