89 Me. 121 | Me. | 1896
After tbe previous decision in this case, as see 87 Maine, 477, tbe appellant, Mitchell, tbe assignee of Haskell, tbe insolvent debtor, was allowed to amend bis claim agreeably to that decision, by substituting therefor an account for cash paid by said Haskell for tbe use of tbe Brockway Manufacturing Company and interest, amounting in all to fifteen hundred and seventy-one dollars and seventy-three cents. At tbe bearing on tbe appeal in the
At the hearing in the court below, the following facts were admitted by the parties: That on the 26th of December, 1888, I. N. Haskell and five others bought out all the shares of the Brockway Manufacturing Company which had then been issued, from the original owners, with the exception of four which were retained by said owners; and in payment therefor gave the six notes above referred to in the amended objection filed by the appellee, twenty-seven of said shares, of the par value of one hundred dollars each, being transferred directly to the purchasers of said stock, and a portion, at a later date, viz: January 9, 1889, but as a part of the same transaction, being surrendered to the treasury as treasury stock, by the original holders; that by this transfer the signers' of said notes received stock as follows, viz:— I. N. Haskell five shares; the others — various amounts aggregating twenty-two shares; and forty-two shares were surrendered into the
The appellee admitting that Haskell had paid, for the use of the company, the sums specified in the claims filed against the corporation in this case, claimed that there should be allowed in set-off or recoupment against Haskell’s claim, the full amount of money applied, as aforesaid, by him to the payment of the six notes dated December 26, 1888, or so much thereof as would be sufficient to cancel the claim of fifteen hundred and seventy-one dollars and seventy-three cents, while the appellant claimed that, at most, only Haskell’s proportionate part of said amount, viz: — five twenty-sevenths, agreed to be the sum of six hundred and ten .dollars, should be allowed.
■ The presiding justice thereupon ruled that the appellee would be entitled to be allowed in set-off against the claim of the appellant said sum of six hundred and ten dollars, and no more, and entered a decree accordingly.
To this ruling the appellee excepts, and prays that his exceptions may be allowed.
We think that, in this proceeding, Haskell must answer for the full amount, or so much of it as is necessary, to balance the claim here preferred by -his assignee.
Whatever rule might obtain, if-this were a proceeding to enforce the liabilities of a stockholder under our statutes, we think that
We are of the opinion, therefore, that Haskell from time to time had these funds in his possession, belonging to the corporation, which he was bound to apply only to the legitimate purposes of the corporation; and that if he chose to apply them otherwise while acting as treasurer or director, either for his own benefit or for the benefit of any one else, he thereby became responsible for the whole amount so converted. So long as he held the money in the treasury of the corporation, it was there to answer for its debts if necessary; and it should have been devoted to that object so long as it might be required for that purpose. If he withdrew it, except according to law, he did so subject to that trust — the trust for the payment of debts of the corporation, and needed for that purpose, Williams v. Boice, 38 N. J. Eq. 364; and it is immaterial whether he got the money by fair agreement with his associates or by a wrongful act. Bartlett v. Drew, 57 N. Y. 587.
In the allowance of debts and claims in bankruptcy and insolvency, the court proceeds upon principles and considerations that are equitable in their character. It has been accordingly held that an assignee may vacate a preference which was given by the directors of an insolvent corporation to a firm of which a director was a member, although it was given more than four months before the commencement of the proceedings in bankruptcy. Bradley v. Farmell, 1 Holmes, 433.
According to the agreement of the parties, the entry will be made,
Decision of the judge of insolvency affirmed.
Appeal dismissed.