115 Ga. 484 | Ga. | 1902
Buckwalter, the general manager of a trading corporation known as the Cypress Lumber Company, exhibited an equitable petition against C. T. Nelson & Company, C. T. Nelson,. H. B. Nelson, M. C. Lilly Jr., E. L. Serage, F. B. Serage, the Cypress Lumber Company, and W. S. Thomson. Shbsequently this case-was, together with the case of the First National Bank of Cordeleet al. v. Ser age-Watkins Company et al., referred to an auditor to hear evidence and report upon the various issues arising therein.. The record is voluminous and much confused. The pleadings .and. evidence make substantially the following case: The Serage-Watkins Company was a corporation engaged in the manufacture of lumber in Wilcox county. In the .year 1896 its stockholders sold
Of the attachments which had issued in favor of the different •creditors of the Serage-Watkins Company, which had been levied •on the mill and plant in possession of the Cypress Lumber Com
At this stage of the litigation the case was referred to an auditor to hear and report on the various issues raised by the several proceedings. Buckwalter filed an amendment before the auditor, praying that he be allowed attorney’s fees for bringing the funds into court, and a subsequent amendment praying that certain amounts due him by the receiver be paid. The auditor reported, among others, the following findings: The Serage-Watkins Company and the Cypress Lumber Company were both corporations duly organized under the laws of Georgia, and all of the stockholders of the former, except Watkins, became stockholders in the latter at the time it was organized. F. B. Serage was the president of both corporations, and was in management and control of the affairs of both for some time before and after the dissolution of the Serage-Watkins Company and the organization of the Cypress Lumber Company. The capital stock of the new company consisted of the mill plant and other property of the old company (except its bills receivable and dioses in action) and $5,000 paid in cash by Buckwalter. At the time of the transfer the old company owed from $2,500 to $3,000, of which Buckwalter had actual notice, and which was never paid. The transfer was for the purpose of “ hindering, delaying, and defeating the creditors of the Serage-Watkins Company in collecting their debts.” The conduct of the Serage-Watkins Company in converting its capital stock in the new company, and in dis
Judgment affirmed.