Childs v. Adams

Citations

• 43 Pa. Super. 239
• 1910 Pa. Super. LEXIS 35

Syllabus

<p>Equity — Findings of fact — Review—Appeals.</p> <p>1. The findings of fact of a trial judge sitting as a chancellor will be accepted by the appellate courts as having the same force and effect as the verdict of the jury; and this rule is especially applicable where such findings are the result of an investigation of the business affairs of a manufacturing corporation, its system of bookkeeping, its method of dealing with its own officers and the outside world and kindred matters which require in such an investigation, the knowledge and skill of business or bookkeeping experts rather than the- application of established legal principle.</p> <p>Corporations — President—Treasurer—Director's—Illegal dividends— Acts of July 18,1868, P. L. (1864) HOB, and April 89,1874, P- Á 73.</p> <p>2. Where the president and treasurer of a corporation are permitted to control and manage the whole business of the company without any interference by the directors or stockholders, and they declare and distribute dividends in good faith out of what they suppose is profits, although the company is in fact insolvent, they cannot be compelled to pay back the sums thus distributed to the corporation by a bill in equity filed against them by the general receiver of the company. Their only liability is to creditors who must first have the amount of their indebtedness adjudicated in an action against the corporation, and then file their bill for themselves and other like creditors against the officers who have made the illegal payments.</p> <p>3. The liabilities of the officers and directors of a corporation specially imposed upon them by the statute, are not assets of the corporation so as to give a general receiver authority to enforce them.</p> <p>4. Illegal distribution of what are supposed to be profits, made by the officers of a corporation without any formal action by the board of directors are dividends within the meaning of the Acts of July 18, 1863, P. L. (1864) 1102, and April 29,1