Irvine v. McKeon

Citations

• 23 Cal. 472

Syllabus

<p>Section 14 of the general Corporation Law of April 22d, 1850, making the directors of a corporation jointly and severally liable for the excess of the debts of the corporation, over and above the amount of capital stock actually paid in, being a statute creating a forfeiture, or imposing a penalty, is to be strictly construed.</p> <p>The parties to a deed are not estopped by the consideration expressed in it, from showing what the real consideration was.</p> <p>In an action brought against one of the directors of a corporation, under Sec. 14, above referred to, it is necessary for the plaintiff to prove that defendant was a director when the debt was created, and was present at the meeting of the board when the same was passed upon.</p>