Bair & Gazzam v. Wilson

Citations

• 15 Pa. Super. 131
• 1900 Pa. Super. LEXIS 314

Syllabus

<p>Corporations — False certificate as to paid-in capital — Cause of action— Unpaid subscriptions — Creditor's bill — Action for deceit.</p> <p>A bill in equity alleged that by reason of a certificate of the subscribers to the capital stock of a corporation ten per cent of the capital stock of the corporation had been paid in in cash, complainants gave credit on the faith of the certificate believing that the law had been complied with, but that only $1,000 instead of $30,000 had been paid in ; the prayers were (1) for an accounting ; (2) that the unpaid balance of ten per centum or so much thereof as may be necessary to pay the debts of creditors may be decreed to be paid over ; (3) general relief.</p> <p>It appearing that the defendant, appellant, had not paid a subscription of $500 to the capital stock, the court below held in a decree, affirmed by the Superior Court, that while under Patterson v. Franklin, 176 Pa. 612, the right to complain is in the individuals who suffered, and the right of action extends only to the individual loss of the particular person injured, the decree recommended by the master that the defendants pay to a receiver to be hereafter appointed such sums of money as may be necessary to pay all the creditors of the company who join in this bill, and prove their claims before the receiver not to exceed the sum of $29,000, cannot be approved,, but that the bill might be maintained for the purpose of compelling the defendants to pay their unpaid subscriptions.</p> <p>No call for the payment of the subscription having been made the penalty imposed by the Act of April 29, 1874, sec. 11, P. L. 73, is not payable and interest therefore can only be charged from the date of the decree.</p>