Interstate Distributing Co. v. Connell

Citations

• 46 Pa. Super. 551
• 1911 Pa. Super. LEXIS 314

Syllabus

<p>Corporations — Stockholders — Dissolution—Liquidation—Liquidating trustee.</p> <p>1. Where the stockholders of a corporation approve a resolution previously adopted by the directors “to liquidate the affairs of this company and empower the president to do the liquidating,” such appointment of the president as liquidating trustee confers upon him no other or greater powers than if the proceeding had been formally begun in the manner provided by the statute, and he had been regularly appointed the liquidating trustee of the corporation.</p> <p>2. Such a liquidating trustee has no power to enter into an agreement with one of the stockholders who owed the company $260, that if he would purchase additional goods sufficient to bring up the indebtedness to $500 the company would take up the ten shares of stock owned by the stockholder, satisfy the indebtedness of $500 and pay to the stockholder a like amount in cash, and this at a time when there were still creditors of the company to be paid, and it could not then be told what proportion of the corporate assets, if any, would remain for distribution among the stockholders.</p> <p>3. Where in such a case the claim of the corporation on the book accounts has been assigned in good faith to a third party, and such party has brought suit thereon against the debtor, it is reversible error to permit a certificate to be entered in favor of the defendant for $500 against the plaintiff assignee, inasmuch as a defendant cannot assert a right to set off against a bona fide assignee of a book account of a debt due by or a sum claimed from the assignor.</p> <p>Evidence — Foreign laws — Conflict of laws.</p> <p>4. The courts of Pennsylvania cannot take judicial cognizance of the laws of other states. They must be affirmatively proven, otherwise they will be presumed to be the same as the law of Pennsylvania.</p>