86 Pa. 373 | Pa. | 1878
delivered the opinion of the court,
This action was brought in the court below by the Lehigh Yalley Mutual Fire Insurance Company against John G. Schimpf & Son, plaintiffs in error, to recover an assessment upon a premium note. The defendants resisted payment upon two grounds, viz.: 1. That the assessment was ultra vires; and 2d. That it was made by the company after it had executed a general assignment for the benefit of creditors. These two questions involve all that is important in the numerous assignments of error. In order to discuss them intelligently it is essential to have a clear understanding of the facts. The company was incorporated March 30th 1866, Pamph. L. of 1867, p. 1398, with a capital of $20,000, divided into shares of $50 each, with power to increase the capital stock to $500,000, “ and to
Equally untenable is the position that the directors had no power to make the assessment after the assignment. That instrument passed only the assets of' the corporation, not its franchises. The assignees can do no corporate act. The corporation exists for many purposes, and may make an assessment upon the premium notes where it is necessary to pay debts. Were this not so it is difficult to see how the rights of those members who have sustained losses upon their policies could be enforced; while those who have insured by premium notes would enjoy the protection afforded by the common fund, and at the same time escape the payment of their contribution thereto.
Upon a careful consideration of the case we find no error in the record, and the
Judgment is affirmed.