29 Pa. 146 | Pa. | 1857
The opinion of the court was delivered by
This is an action to recover the instalments due on a subscription to the stock of the Pittsburgh and Steubenville Railroad Company. The plea of payment admits the original liability of the defendants, but the defence is that eighty shares of the number originally subscribed, were transferred to Edwin M. Stanton, on the 25th May, 1852., It is not necessary, in this case, to decide the general question whether a transfer of stock will relieve an original subscriber from his express engagement to pay the instalments, when required by the directors. Our duty will be performed when we give a construction to the 7th section of the act of 19th February, 1849. That section directs certificates to be delivered to the persons entitled to receive them, “which evidences of stock shall be transferrable at the pleasure of the holder, in a suitable book to be kept by the company for that purpose,” “in the presence of the president or treasurer, subject, however, to all payments due or to become due thereon; and the
The clause which declares that the stock transferred shall be “ subject to all payments dice or to become due thereon,” makes no such discrimination. The object of the legislature was to secure all liabilities, without respect to the time when they would be at maturity; and neither the creation of a lien on the stock transferred, nor the personal liability imposed on the assignee, can have the effect of releasing the original subscriber from his express contract to pay the money. It is a familiar principle that a creditor, by taking any number of securities for a pre-existing debt, does not thereby release the original obligation. To produce that effect, there must be an agreement to accept the new securities in' satisfaction of the prior indebtedness. Nothing of that kind can be inferred from the language of the act. The clause which gives to the assignee the advantages, and subjects him to the disadvantages, of a member of the corporation “in the same manner as the original subscriber would have been,” was intended to fix the extent of the assignee’s liability; and not to limit or release that of the assignor. The words “ would have been” are therefore altogether insufficient, in the connexion in which they stand, to perform the important office of releasing the original subscriber from his contract. Before the transfer he would have been liable to the seizure of his dividends and the forfeiture of his stock, as well as to an action on his contract. By the transfer, this liability was changed so far as regards the lien on his stock, and he remained liable to an action on his contract alone. But the new stockholder is made liable to the lien as well as to the action, “ in the same manner as the original subscriber would have been” if he had made no transfer. This is what we understand this part of the section to mean. If, however, the meaning were doubtful, we are very clear that there is nothing in the language used which should control the clear declaration contained in the last proviso, that' “no such transfer shall have the effect of discharging any liabilities or penalties theretofore incurred by the owner” of the stock.
This view of the ease renders it unnecessary to inquire into the motives for making the transfer. Whether made in good faith or not, the original subscriber is not thereby released from his contract.
As the evidence stands on the paper-book, the defendants have
Judgment reversed and venire facias de novo awarded.