Price's Appeal

106 Pa. 421 | Pa. | 1884

Mr. Justice Green

delivered the opinion of the court,

It is scarcely necessary to add anything to the very satisfactory opinion of the learned court below in this case. There is certainly no difficulty in understanding the intention of the legislature in the ' two sections — eleven and twelve — of the Act of 1874. The eleventh section relates entirely to the capital stock and the method of collecting the amounts subscribed thereto. It provides for payment of subscriptions in instalments as required by the directors, and fixes a penalty for delay in the payment, with a right to bring suit for the recovery of both the instalments and the penalty. The twelfth section relates to an entirely different subject, and there is not the slightest inconsistency between the two. This section confers upon the corporation a right to assess upon each share of stock such sums of money as the corporation may think proper, but not to exceed in the whole the amount at which each share was originally limited.

It is too plain for argument, that the assessments thus authorized are burdens which may be imposed upon the perfected stock. They are no part of the price of the stock, and can in no sense be regarded as part of the subscription money to bo paid for the shares. They are in addition to, and independent of the capital raised by the sale of the shares, and do not constitute any part of the capital when paid in.

The twelfth section would be totally unnecessary and useless upon the theory of the appellant. Without enlarging upon the reasons so well stated in the opinion of the court below, it is sufficient to say, that we approve of them entirely.

Decree affirmed and bill dismissed at the cost of the appellant.