Cooke & Co. v. Pearce

Citations

• 23 S.C. 239
• 1885 S.C. LEXIS 99

Syllabus

<p>1. A corporation organized in January, 1882, under the act of 1874, providing for the granting of certain charters (15 StaL, 557), was subject to the requirements of chap. LXIII. of the General Statutes of 1872, which made the directors personally responsible for the debts of the company, if they failed to submit to the stockholders a statement of the capital stock paid in and of the assets of the company, or to publish such statement; and, in action by a creditor of the company against the directors individually, the Circuit Judge properly refused a non-suit, there being some evidence of such failures.</p> <p>2. In action by a bona fide endorsee for value before due of a promissory note against the maker, its consideration cannot be inquired into; and the note in this case being, for this reason, a binding debt of the company, and the directors being personally liable under the statute and the facts of this case for the debts of the company, the note is their debt also, and they cannot, when sued thereon, question its consideration.</p> <p>3. The directors were required by law to make certain annual statements to the stockholders and to publish the same, under penalty of a personal liability for the debts of the corporation. Held, that the statement and publication should have been made, whether the stockholders met in annual convention or not.</p> <p>4. The character of a corporation should be determined by its charter, and oral testimony upon the point is inadmissible.</p> <p>5. The directors were liable for the amount of the note of their company and interest thereon, but not for the amount of a judgment based upon this note previously rendered against the corporation itself, to which judgment they were not parties.</p>