50 Pa. Super. 445 | Pa. Super. Ct. | 1912
Opinion by
The plaintiff company in this action alleged and produced at the trial evidence tending to establish that C. A. Brown & Co., a corporation engaged in the dry-goods business at Meadville, Pennsylvania, had become indebted to plaintiff for goods sold and delivered and being so indebted had sold and delivered to the defendant the entire stock of goods, store fixtures, book accounts, bills receivable and all the assets of said corporation, and that the defendant, as the consideration to be paid for said property, did assume and agree to pay all the then existing outstanding debts of the said C. A. Brown & Co. The plaintiff recovered a judgment in the court below and the defendant appeals.
The first specification of error relates to the affirmance by the court below of a point submitted by the plaintiff, viz.: “That if the defendant purchased the stock of goods, wares, merchandise, book accounts, bills receivable, fixtures, etc., of C. A. Brown & Co., and in consideration for such purchase, agreed and assumed to pay all the debts and liabilities of the said C. A. Brown & Co.; and at the time of said purchase C. A. Brown & Co. were indebted to the plaintiff and said indebtedness, so due the plaintiff, remains unpaid, the plaintiff is entitled to a verdict for the amount so unpaid.” When one buys out
When considering whether there is in any case sufficient evidence to warrant the finding by the jury of a controlling fact, it is proper to consider not only the conflicting evidence, but the facts which are upon all hands admitted to be true must also be given due weight. This defendant was the president of and a large stockholder in the corporation (C. A. Brown & Co.), which was indebted to this plaintiff and others for goods bought to carry on its business. He did buy from the corporation (of which he was president), its entire stock of goods, book accounts, bills receivable and other assets; he did not pay, nor did he agree to pay, directly to the corporation any consideration for this property, and the only consideration for the transfer of the property was the agreement of the defendant to pay creditors of the corporation. The only controverted fact in the testimony was whether the defendant had agreed to pay all the debts of the corporation, or only a limited amount. The plaintiff called one witness, who was corroborated by a second, who testified, in reply
The judgment is affirmed.
Henderson, J., dissents.