Githers v. Clarke

Citations

• 158 Pa. 616
• 28 A. 232
• 1893 Pa. LEXIS 1641

Syllabus

<p>Corporations — Deceased directors — Action—Parties.</p> <p>If the directors of a corporation are jointly liable for the debts of the corporation and one of them dies before suit brought, his executor cannot be sued jointly with the survivors, and, if he dies after suit brought against all of them, it is optional with the plaintiffs to bring in his administrator or proceed against the survivors without doing so.</p> <p>Corporation — Statement of condition — Personal liability of directors— Affidavit of defence.</p> <p>The charter of a corporation, granted by act of April 14, 1868, P. L. 100, provided that if the directors failed to make au annual statement of the nature and character of the property of the association, or if they made a false statement, they should be liable for the debts of the corporation. The directors made no statement for three years. They then published a statement, in lumping'items only, on the face of which the company was solvent. As a matter of fact the company was insolvent at the time, and two days afterwards a receiver was appointed. In an action against the directors, defendants filed an affidavit of defence in which they averred that they had made the statement with ordinary care and prudence, and in the belief that the association was solvent. Held, that the affidavit was insufficient to prevent judgment, as the delay in making the statement and its defective character brought the directors within the personal liability clause of the statute.</p>