182 Mass. 530 | Mass. | 1903
The plaintiff has recovered a judgment against the defendant corporation, and the execution issued thereon has been returned unsatisfied. He now seeks to hold the other defendants under the Pub. Sts. c. 106, § 60 (R. L. c. 110, § 58), which creates a liability on the part of certain officers of corporations “for signings any certificate which is required by law knowing it to be false.” The law requiring the certificate in this case is found in St. 1891, c. 341, §§ 1, 5, St. 1895, c. 311, § 1, and St. 1897, c. 492 (R. L. c. 126, §§ 13, 14), which require that a foreign corporation doing business in this Commonwealth shall annually “ make and file in the office of the secretary of the Commonwealth a certificate, signed and sworn to by its president, treasurer and at least a majority of its directors, stating the amount of its capital stock as it then stands fixed by the corporation, the amount then paid up, and the assets and liabilities of the corporation, in such form as the commissioner of corporations shall require or approve.”
Acting under this statute the commissioner of corporations required the form of certificate signed by the defendants in this case. It is designed to show the financial condition of the corporation, and it presents the assets of the corporation in one column, in four items, with a place to set the amount or valuation
The first question presented is whether this is a certificate required by law. It seems very plain that it is. The statute provides for a certificate showing the assets and liabilities of the corporation. It authorizes the commissioner of corporations to determine the form of the certificate, and he required the form that was used. This form, as well as the more general provision of the statute, calls for a statement of an amount or valuation against each of these items. Otherwise the certificate would furnish no valuable information of the kind contemplated by the Legislature. It does not call for an arbitrary, misleading statement of a valuation which may have been entered upon the books of the corporation without any reference to the real value of the property. This certificate was required by law to be substantially in the form in which it was signed.
The next question is whether it is false. It purports to be a statement of the assets- and liabilities of the corporation. The statement in the figures against each item purports to give an amount or value which helps to make up the assets or liabilities. The item in question is of such a kind as to indicate that the amount stated is an estimate founded on opinion, but it purports to be an estimate made in good faith, representing the opinions of the signers. In fact, it represented certain property as worth $120,396.30 when it was worth less than $10,000, and the signers of the certificate knew it was worth less than that. The certificate was unquestionably false.
The third question is, Did the defendants know it to be false? On this part of the case the defendants rely largely
If one could make a certificate of this kind, representing property which he knew to be worth less than $10,000 as of the value of $120,000, without creating a liability under the statute, the law would seem to be little better than a trap for those who trust to certificates made in pursuance of it.
jDecree for the plaintiff.