Hodsdon v. Copeland

| Me. | Jul 15, 1839

The opinion of the Court was drawn up by

Shepley J.

This Court has recently decided in the case of Penobscot Room Corporation v. Lamson, antc,p. 224, in what manner a corporation may be dissolved ; and according to the principles there adopted, the corporation referred to in this case does not appear from the evidence reported to have been dissolved. Nor does the doctrine of the case of Slee v. Bloom, 19 Johns. R. 456, apply to this case. That was the case of a creditor, claiming to recover from the private property of the stockholders payment of debts due from the corporation; and no one of them in his answer alleging the existence of it, the decision was, that the corporation might be considered as dissolved for the sake of affording the plaintiff a remedy upon their statute. The plaintiff in this case, is not a creditor of the corporation, but a share holder, claiming to recover of another share holder, who has taken and sold the corporate property, the value of his shares, or the value of his proportion of the corporate property sold. As the corporation was not dissolved, the property continued to belong to it, and not to the share holders; and no one of them could recover against the defendant, upon the ground that as a corporator he was interested in the property of the corporation. Whether the defendant had authority, or had not, to make sale of the corporate property, he was liable to account to the corporation, and not to each corporator as an individual interested. The instructions of the Judge were incorrect, as they imply, that if the corporation had ceased or omitted all corporate action, the property belonging to it would thereby become the private property of the share holders. It may indeed be true, that if the corporation had assented to a sale of its property by the defendant, and to a distribution of the proceeds of such sale among the share holders, the defendant might be regarded as holding it in trust for those entitled. So it may be undeniable, that if the defendant agreed to purchase the plaintiff’s interest in the corporation, he must pay according to agreement. But the case was not put to the jury upon either of these grounds, and they are the only ones upon which the plaintiff can be entitled to recover, unless the evidence should be materially different. Mr. Hill, the witness, after stating a conversation between himself and the defendant in the presence of the plaintiff, was permitted to say “ that he supposed, that the plaintiff had the same conversation with the defendant.” This was not legal -testimony. If the plaintiff can by legal testimony obtain a verdict upon the principles stated, he will have an opportunity.

Exceptions sustained.