9 Pa. Super. 363 | Pa. Super. Ct. | 1899
Opinion by
■ In May, 1893, all the parties, plaintiffs and defendants, were the directors and stockholders of the Mount Lewis Mining and ."Milling Company, a corporation operating in the state of Colorado, all having equal interests. The company needed money ■promptly, and on May 10,1893, four of the directors drew their mote to the order of the treasurer for $5,000. This note was ■ discounted at the Peoples’ National Bank of Lancaster, Pa., and the proceeds were passed to the credit of the treasurer, who paid it out for the use of the company. Subsequently all the parties entered into an agreement which, after reciting their joint and equal ownership of certain mining and milling property situate in La Plata county, Colorado; the need of funds by the company for the payment of operating expenses, provisions and material; and the loan of $5,000 which had been effected as aforesaid, it was agreed “ that each of the individual members of the board pledge their proportionate share or interest in the property and franchises in said La Plata county as security to idemnify the persons who make themselves responsible for the loan as authorized; ” and whereas four of the directors and stockholders (naming them) raised the said $5,000 as above stated, and the money was used for the payment of operating expenses of the company, it was “ therefore mutually
It is equally, clear that the agreement bound the defendant to contribute his proportionate share of the loss incurred from failure of the company to meet' the note or “ any renewal thereof.” This agreement was not specifically made with the signers of the first note. It was a provision for the final payment of the loan represented by the note, made with all the parties interested; it related to their common enterprise, and was made for their joint benefit. It was not restricted to the parties who signed the original note, nor to any particular renewal note, but to “any renewal thereof.” It is admitted that the note paid by the plaintiffs was given in renewal of the first one, and was the last of a series which formed a continuous chain of renewals. It would seem, therefore, that the note in suit comes literally within the meaning of the agreement. But in addition to this, it must be considered that all the parties were equally interested in the business of the company, and they chose to conduct its affairs without regal’d to its solvency
There can be no question as to the right of contribution. The relation of cosureties is one of mutual trust and confidence,
There is nothing further in the assignment of errors calling for discussion. They are all overruled and the decree of the court below is affirmed.