El Cajon Portland Cement Co. v. Robert F. Wentz Engineering Co.

Citations

• 165 F. 619
• 92 C.C.A. 447
• 1908 U.S. App. LEXIS 4791

Syllabus

<p>1. Corporations (§ 298*) — Conveyances—'Validity—Attack by Creditors.</p> <p>Where, a conveyance by a corporation was made in good faith and was acquiesced in by the stockholders, corporate creditors could not question its validity because authorized by less than a majority of the board of directors, pursuant to a by-law that no member of the board should vote on questions in which he was interested otherwise than as a stockholder, and that, if the retirement of an interested member of the board reduced the number below a quorum, the question might be decided by those remaining.</p> <p>íEd. Note. — For other oases, see Corporations, Cent. Dig. § 1303; Dee. Dig. § 298. *1</p> <p>2. Corporations (§ 545*), — Insolvency—Conveyance to Director — Preference.</p> <p>A conveyance by an insolvent corporation to a creditor, who was a. director, ivas not invalid under the law of Michigan because it constituted a preference.</p> <p>[Ed. Note. — For other eases, see Corporations, Cent. Dig. §§ 2170-2175; Dec. Dig. § 515.*]</p> <p>3. Corporations '(§ 545*) — Insolvency—Conveyance to Director — Goo» Faith.</p> <p>Where an insolvent corporation conveyed certain real estate to a bona fide creditor, who was also a director, and it did not appear that the land was of greater value than the debt, the conveyance was valid, though the bona lides of such a transaction must be subjected to the closest seruiiny.</p> <p>[Ed. Note. — For other eases, see Corporations, Cent. Dig. §5 2170-2175; Dec. Dig. § 545.*]</p> <p>4. Corporations (§ 30*) — Promoters—Liability to Creditors.</p> <p>The personal liability of a director of a corporation to creditors for misconduct as a promoter in loading the corporation with land at an exaggerated value and as the holder of unpaid shares is to be considered only in a proceeding on behalf of the corporation’s creditors generally, and not in a suit by one creditor to sot aside a conveyance of certain of the corporation’s property to him in payment of his in