182 Mass. 578 | Mass. | 1903
Upon the facts agreed there can be no reasonable doubt that the only ultimate object of the various steps taken was to change the Maine corporation to a Massachusetts corporation, with its capital stock reduced one fifth. There was no actual sale of anything because the sellers were in substance the buyers; nor was there any change in the assets or liabilities. At the end of the transaction each stockholder had the same relative interest in the property as before. All this was intended from the first, and each step, including the opening of the account in the bank to the credit of the Massachusetts corporation, was taken solely to carry out this intention. If, therefore, the defence rested entirely upon the proposition that the certificate that the whole amount of the capital stock had been paid in in cash and had been invested by depositing it in the bank was true, there would seem to be a pretty clear case for the plaintiff.
But even if it be assumed that the certificate was false, the bill cannot be maintained against the defendant Chase unless it also appears that he knew it to be false. There can be no doubt that he knew all the facts and the purpose of all the transactions. While it is true that at the time the certificate was filed he knew that there was a credit in the bank to the amount of the capital stock, he also knew that it was not placed there for any other purpose than that-for which it was finally used, namely, that a check to be drawn upon it for the full amount of the account should finally be exchanged for Chase’s note to the bank.
The statute is penal in its nature and is to be strictly construed. It is intended to punish wilful falsehood. There must be mala fides. Stebbins v. Edmands, 12 Gray, 203. Felker v. Standard Yarn Co. 150 Mass. 264. It is agreed that-in all these
Bill dismissed.