63 N.Y. 93 | NY | 1875
The second section of the act of 1853 (chap. 333), which amends the act authorizing the formation of corporations for manufacturing and other purposes (chap. 40, S.L. 1848), confers authority upon the trustees of any such company to purchase property "necessary for their business and to issue stock to the amount of the value thereof in payment therefor." The words "value thereof" evidently mean the fair valuation of the property, considering the purposes for which it is to be used, the nature of the business for which it *95
is purchased and for the prosecution of which the corporation is organized. This rule authorizes an extended and wide latitude in the determination of the question of value. While certain kinds of property which are employed for manufacturing purposes, such as machinery, fixtures, etc., have a specific and definite value which is readily ascertained and fixed, there are other descriptions of property where the value is dependent upon circumstances which render it quite uncertain and frequently very difficult to decide what the real fair and just value of the same actually is. Mines and mining lands may properly be considered as embraced in the latter class, as their intrinsic value is fluctuating and uncertain and depends, to a very great degree, upon their successful development. It, therefore, may well be that an honest overvaluation might be made, of property of this kind, or agreed upon, without a semblance of intentional fraud. So, also, an error of judgment or a mistake in placing a valuation of property appropriated as capital by a manufacturing company, if made in good faith and not to evade the provisions of the act in question, would not, of itself, subject the owner of stock issued in payment of the property purchased to a personal liability. (See Schenck v. Andrews,
The point made, that the holders of stock issued under the provisions of the act of 1853 are not and cannot be made personally liable for the debts of the corporation, whether such stock be full paid up stock or not, is without foundation. The act of 1848 (§ 10) declares that the stockholders shall be individually liable to the creditors of the company to the amount of the stock, until the whole shall be paid in. The act of 1853, which was an amendment of the act of 1848, allowed trustees to issue stock for property purchased as therein provided, to the amount of the value of the same. The capital could be paid in property instead of money, and this did not change the effect of the act of 1848, which is applicable to cases where money is paid as well as to those where property is taken and the value thereof allowed. For the same reason a certificate is required to be filed in the one case precisely as in the other. Both stand on the same footing and are controlled by the same rule.
There was no error upon the trial in the rejection of evidence, and no other question raised which demands comment.
The judgment should be affirmed with costs.
All concur; except CHURCH, Ch. J., not voting.
Judgment affirmed.