Roberts v. Krug

1 Ohio Law. Abs. 834 | Oh. Ct. Com. Pl., Montgomery | 1922

SNEDIKER, J.

Epitomized Opinion

May, 1918, Roberts was injured by an automobile of the Krug Baking Co. July, 1918, this company was dissolved and its assets distributed to the stock holders. November, 1919, Roberts filed suit agains the company for damages and recovered a judgmen of $4 000, but the Court of Appeals remitted $1,000 March', 1920, Roberts filed this action alleging hej judgment, the dissolution of the corporation, am prayed-that the stockholders be required to accoun to her. Krug et al contend that at the time of the| d'ssolution she was not a creditor and, as no frau< was charged, she has no claim upon the fund in th hand of the distributees; and that it would be ?] hardship to require the company to hold funds suf ficient to meet the obligation. It was further con tended that at the time of the dissolution notice! thereof was published in the papers and sent tc the stockhoMers. In holding that she could reaelj the funds in the hands of the distributees, the cour said:

1. “The payment of the debts and liabilities of d corporation of which either its directors or othei| officers desire to surrender its corporate authority is a condition precedent and constitutes such ar obligation of the corporation as entitles one irl whose favor a liabdity exists to payment befor<[ such surrender, or in the event that the assets o ill! company were not exhausted in its settlemen vTiih its creditors and those to whom it is under ai| obligation of liability, to payment out of any fund remaining in its hand or in the hands of those to whom it may have made distribution. The fact that the claim of this plaintiff was unliquidated at the time of the attempted dissolution therefore makes no difference as to her right to recover. Whether a creditor or one to whom a liability is due, her privileges are the same.” 255 U.S. 402.

2. The publication of the notice was for the benefit of stockholders and would not be constructive notice to a creditor.