117 Fla. 244 | Fla. | 1934
This is an application for writ of certiorari and prohibition against the Circuit Court of Duval County to set aside on certiorari, or avoid the effect of on prohibition, that certain order and judgment of the Circuit Court of Duval County in terms as follows:
"In the Circuit Court of the Fourth Judicial Circuit of the State of Florida in and for Duval County. Appeal Case No. 1032.
"Ridgell Furniture Comany, a corporation, Appellant, v. J. H. Denmark and Flossie Denmark, Appellees.
"Appeal from the Civil Court of Record of Duval County.
" 'No corporation which shall have refused to pay any of its notes or other obligations, when due, in lawful money of the United States, nor any of its officers, or directors, shall transfer any of its property to any of its officers, directors or stockholders, directly or indirectly, for the payment of any debt, or upon any other consideration than the full value of the property paid in cash. No conveyance, assignment or transfer of any property of any such corporation by it or by any officer, director or stockholder thereof, nor any payment made, judgment suffered, lien created or security given by it or by any officer, director or stockholder when the corporation is insolvent or its insolvency is imminent, with the intent of giving a preference to any particular creditor over other creditors of the corporation, shall be valid. Every person receiving by means of any such prohibited act or deed any property of a corporation shall be bound to account therefor to its creditors or stockholders. No holder of stock of any corporation not fully paid shall make any transfer thereof to any person in contemplation of the corporation's insolvency. Every transfer or assignment or other act done, in violation of the *247 foregoing provision of this section shall be void, but no such conveyance, assignment or transfer shall be void in the hands of a purchaser for a valuable consideration without notice. The directors or officers of a corporation who shall violate or be concerned in violating any provision of this section shall be personally liable to the creditors and stockholders of the corporation of which they shall be directors or officers to the full extent of any loss such creditors and stockholders may respectively sustain by such violation.'
"And it further appearing that this section is like Section 66, of the Stock Corporation Law of the State of New York, and that the law of this State was taken therefrom; that the construction placed upon such law by the highest court of appeal in New York at the time of its enactment here, is adopted here. Duval v. Hunt,
"It is thereupon, ordered and adjudged that this case be and the same is, hereby, remanded to said Civil Court of Record of Duval County, Florida, with instructions to set aside the final judgment on demurrer herein and, after hearing, make such ruling upon the demurrer and other pleadings in the court below as it may be advised not inconsistent with this judgment, with leave to the plaintiff in the court below, if said court sustains any attack upon said declaration, to amend its said counts as advised within a certain period of time to be fixed by said court; and that said court proceed further in said cause in accordance with law and in conformity with this judgment.
"Let each party bear its and their costs respectively in the matter of this appeal.
"Let the mandate of this court issue to said Civil Court of Record of Duval County, Florida, in accordance with law, and let accompany said mandate the files of that court sent to this court with this appeal.
"Done and ordered at Jacksonville, Florida, this 19th day of September, A.D. 1934.
"(Signed) GEORGE COUPER GIBBS, "Judge."
The conclusion of a majority of the Court is that the foregoing opinion of the Circuit Judge correctly decides the law applicable to the petitions now before this Court, and on the authority of the citations and reasoning set forth in the above quoted opinion and judgment of the Circuit Court, the petition for writ of certiorari herein is denied and the proceeding in prohibition is quashed.
*249Certiorari denied.
Prohibition proceeding quashed.
DAVIS, C. J., and WHITFIELD, TERRELL, BROWN and BUFORD, J. J., concur.