46 Pa. Super. 40 | Pa. Super. Ct. | 1911
Opinion by
The question presented is, When does the time begin to run within which an action must be brought against a stockholder of an insolvent corporation on a subscription for unpaid capital stock to prevent the bar of the statute of limitations? The same question arose in Franklin Savings Bank v. Bridges, 20 W. N. C. 43. In that case the action was brought by the assignee of the insolvent corporation and the action having been brought more than six years after the insolvency the court below granted a nonsuit which judgment was affirmed by the Supreme Court. The case was put on the ground that by the act of insolvency the creditors of the corporation were in the position of one to whom the obligation is due on demand or who could make demand upon the doing of an act himself, and that if an assessment or decree of the court were necessary to entitle the plaintiff to sue such order could have been made and the assignee as the representative of the creditors should have taken that action. By the fact of the assignment the creditors were entitled to demand the performance of the subscriber’s contract to pay. This case was approved in Swearingen v. Sewickley Dairy Co., 198 Pa. 68, where it was said that unpaid stock subscriptions are a fund in the hands of the stockholders charged with a trust for the payment of the corporate debts which trust does not exist by reason of any statute but is founded on principles of equity on the theory that the capital is pledged as sécurity to those who deal with the corporation. As long as the corporation is solvent the subscription is payable in accordance with the terms of the contract, but when it becomes insolvent the contract between it and the subscriber is terminated and the liability thereunder is for as much of the sub
The judgment is affirmed.