187 Pa. 596 | Pa. | 1898
Opinion by
The issue originally was an interpleader to determine the ownership of an engine and connections, two boilers and a pulley. The property was levied upon as the property of the Chamberlain Coal Company, by a creditor; it was claimed by “The Finch Manufacturing Company;” as the claimant neglected to file bond, by direction of the court the sheriff sold the property for $1,200.08, and brought the money into court to abide its order. Thereupon, the parties interested agreed upon
We cannot concur in the inference drawn from the facts assumed. If the company was insolvent when the sale was made, and Finch knew it, what was the effect ? Clearly, a preference to him and a prejudice to the other creditors. It turned over to him thereby, exclusively, $2,100 of the assets of the company, to which he had no more right than any other creditor. It was more surely a preference than if it had confessed judgment to the manufacturing company for that amount; there was nothing connected with his claim which entitled him to a preference; presumptively, he wanted and obtained the preference, because of his official knowledge of the peril of creditors. Nor can we venture to say that under such circumstances, holding the responsible position of president of a corporation, he can relieve himself from the presumption of having secured the preference, to the prejudice of the general creditors, by merely not voting. The transaction is consummated, not merely by his vote, but by the weight given to his advice or suggestion, and by his very prominence in the management. His opinion and request that the sale ought to be made is plainly apparent. The proposition to buy at the price named is made by the manufacturing company to the- coal company, and accepted by tire latter. Each director, necessarily, was aware, therefore, that their president thought the price fair, and that in his judgment the offer was one that should be accepted. In his presence they voted to accept. It is going too far, and might lead to great abuses, were we to hold that the mere declination to vote rebutted the presumption that the preference was fraudulent. Mere passiveness would not rebut the presumption; but he was more than pas
What we have said is only pertinent on the assumption that the company was known tobe insolvent at the date of the contract, as found by tlie court. But the referee finds the fact otherwise. At the date of the transaction, the company had expended more than $350,000 in improvements; had really paid in advance royalties to the amount of $85,000; it had valuable leases; the organization was new, and from the very beginning the coal trade had been in such a state of depression that it had conducted a losing business; it had given an option for the purchase of the entire plant at the price of $487,500, which did not expire until January 1 following. A sale at this figure would have paid all the debts and saved a very considerable value to the stock. Although hampered by debts, it did not follow that tbe company was insolvent. Statutory insolvency is generally
The referee has found as a fact, on sufficient evidence, that the company was not insolvent at the date of the sale of this property, and that the sale was not made in contemplation of insolvency; it is not apparent to us that the finding is manifestly wrong. That fact, sustains the decree, and it is affirmed.