118 Mass. 222 | Mass. | 1875
The funds of the insurance company of which the
individual defendants were directors were held in trust to pay the debts of the company. The bill charges that the directors negligently and fraudulently applied these funds to other purposes by distributing them among themselves and other stockholders, and these allegations, as already held in this case on demurrer, are sufficient to give the court jurisdiction in equity. 101 Mass. 562.
The master further finds that the directors did not estimate with proper care the amount which would be required for the payment of outstanding claims with the costs and expenses thereafter to be incurred, and states that it was not necessary, in his opinion, to have kept open the office and to have continued the president’s salary for so long time.
These findings do not support the allegations necessary to maintain the bill.' The plaintiff’s claim is based upon the alleged fraud of the directors, or such misconduct as amounts to fraud. They are charged with intentionally and knowingly dividing the assets so as to deprive the plaintiff of her debt, and that charge is not proved. As directors of an insurance company, they aré not responsible for the debts of the corporation, provided they have complied with the requirements of the statutes defining their duties, and have managed its affairs without fraud. They are not responsible for mere errors of judgment or want of prudence in conducting or closing up its business.
Bill dismissed, with costs.