Bole v. Murray

Citations

• 233 Pa. 589
• 82 A. 943
• 1912 Pa. LEXIS 876

Syllabus

<p>Corporations — Subscription to stock — Payment in property — Burden of proof — Evidence—Cross bill — Equity.</p> <p>1. Where an original subscriber to the stock of a corporation claims to have paid his subscription in something else than money, the burden is on him to show a contract with the corporation permitting it, and the further burden is on him to show that the transaction was fair, and that the property turned over in payment had been valued by those representing the corporation in good faith.</p> <p>2. Where a subscription to stock is made prior to the incorporation of a company, the subscriber cannot maintain that the certificate issued to him after incorporation was paid in property where the evidence shows that the property transferred was of little utility, that the directors had never passed upon its value, and had never taken any corporate action in reference to the issuance of the certificate or payment therefor in property.</p> <p>3. Stock subscribed for after a corporation is organized will be' deemed to -have been paid for in full where the evidence shows a part payment in cash, and the remainder in an assumption by the subscriber of a debt due by the corporation to a third party.</p> <p>4. On a bill in equity filed against a subscriber to the stock of a corporation to recover the amount of his stock subscription, where the defendant sets up payment of the subscription by the transfer of property to the company, the court commits no error in dismissing a cross bill which does not ask for affirmative relief, but merely for a decree determining how much would be due and owing- from the company to the defendant on an open account in the event that the finding on the ■plaintiff’s bill should be adverse to the defendant.</p>