176 Ind. 25 | Ind. | 1911
Action by appellee against appellant for damages for breacli of an oral contract. The complaint alleged that defendant purchased the plant of the General Gas Electric and Power Company, of Connersville, and it was transferred to a new corporation organized by defendant and others, with a capital stock of $100,000, divided into 1,000 shares of the par value of $100 each, of which defendant became the owner of 995 shares; that defendant agreed with plaintiff that, in consideration of certain services to
The only error relied on by appellant is the giving by the court, on its own motion, of that portion of instruction eleven, which reads as follows: “As a principle of law the stock of a corporation is liable for the bona fide debts of the corporation. And the value of the stock of a corporation may therefore be affected or determined by the debts of the corporation.”
Counsel for appellant criticise this instruction for two reasons: (1) Because the stock of a company is not liable for the debts, but the debts must be paid out of the assets or property before any part thereof can be used for the redemption of stock; (2) because the value of the stock cannot be determined, alone, from its debts.
Appellee’s claim was for an amount equal in value to one-sixth of the shares of stock in the company. Appellee was seeking to minimize the bona fide indebtedness of the corporation. Appellant offered evidence tending to show that the liabilities of the company were about equal in value to its assets. The real value of all the shares was the difference between the values of the assets and the debts. Conse
While the instruction is subject to criticism, it would seem that appellee, rather than appellant, was the one who might have been harmed thereby. The instruction was calculated to emphasize, if not to exaggerate, the importance of the question of indebtedness, but this error could have harmed only appellee. For such error, a judgment will not be reversed. Judgment affirmed. i