193 Pa. 28 | Pa. | 1899
Opinion by
The bill in this case was filed by a creditor of the corporation defendant, alleging the insolvency of the company and asking the court to take charge of the property and assets of the defendant and to appoint a receiver for that purpose. It was not a creditor’s bill filed against the corporation and its stockholders for the purpose of enforcing the payment of unpaid capital stock for the benefit of all the creditors, by means of an assessment to be made by the court upon the stockholders of the company defendant of an amount of unpaid capital stock sufficient to pay all the debts of the corporation. The bill has no aspect of that character. It does not ask for such a decree, it -does not set forth the facts which are necessary to enable the court to make such a decree. Nor is it a bill against the stockholders claiming to hold them liable as partners by reason of defects in the organization of the defendant company as a corporation. On the contrary, it is a bill against the corporation in its corporate capacity, asking the court to administer its property and assets in such a manner as to have them applied to the payment of its debts. It necessarily implies, and proceeds upon the assumption, that the defendant is a corporation, lawfully created, having property of various kinds, engaged in the prosecution of a lawful business with its assets of whatever kind, and with the intent and purpose to have those assets administered as the property of the corporation, and to have them converted into money, and the money resulting from the business carried on and from the property sold, to be applied to the payment of its debts, so far as that result can be accomplished. The bill further prays that the assets of the corporation defendant after being applied to the payment of its debts, should be converted
On the merits the referee has found the facts against the plaintiff’s claim, and that finding has been affirmed by the learned court below. If we look into the testimony to determine the correctness of the finding we discover no testimony sufficient to demonstrate the error of the finding. The defendant company was organized upon the basis of property transferred to the company. The certificate did not say so, indeed could not say so, because the transfer of the property was not made, and apparently could not be made, until after the organization was completed. But it was made immediately after the organization was effected, and beyond all question, under the testimony, the property transferred was of the full value of the whole of the capital stock. It consisted of a valuable lease and of all the property, machinery, fixtures, including the breaker, without which the business of the company could
There was no evidence impeaching the full consideration of the notes given by the company to the stockholders who advanced money to the defendant, and therefore their rights as-creditors were not forfeited.
The contention that the directors or stockholders who held notes of the company for money loaned to the company could not share in the distribution with other outside creditors is without force. In Ashhurst’s Appeal, 60 Pa. 290, we said, adopting the opinion of Stkong-, J., at nisi prius : “ There must be many things which directors can do for their individual benefit, which are binding upon a corporation of which they are-directors. If they have advanced money I cannot doubt that-they may pay themselves with corporation funds. If they have become liable as sureties for the corporation they may provide for their indemnity. And though ordinarily the law frowns upon contracts made by them in their representative character-with themselves as private persons, such contracts are not necessarily void. They are carefully watched and their fairness must be shown.” See also Watts’s Appeal, 78 Pa. 370. The authorities to the same effect are very numerous but further-citation is unnecessary, as there is no doubt about the law on this subject.
That these claims were not barred by the statute of limitations is too plain for argument. They were constantly recognized as subsisting obligations, and the referee has found that-they were continually treated as such by the defendant company. The keeping of a company store, of course, does not entail a
Decree affirmed and appeal dismissed at the cost of the appellant. ,