Jackson Fire & Marine Insurance v. Walle

Citations

• 105 La. 89

Syllabus

<p>Syllabus.</p> <p>1. ' A person who, while a director of a corporation, authorizes and consents to the entering in the books of the corporation of a subscription by him of stock to the amount of five thousand dollars, and who, thereafter, when a member of the financial committee of the company, apprpves by the letters “O. K.” a statement of the condition of the company intended for publication and put in circulation, in which the amount of stock subscribed for is stated to be a given sum, in order to make up which sum his subscription of five thousand dollars has to be included, is estopped from claiming that he is not a stock holder, for the reason that he did not affix his signature to an instrument in which it was declared that he subscribed to five thousand dollars of 'stock. Proof of his consent to subscribe to stock is not limited to such an instrument.</p> <p>2. Where a person consents to becoming and becomes a stockholder in a corporation the legal results flowing from that relation cannot be waived by secret understandings between himself and the board of directors that he would not be called on to pay or make good his subscription.</p> <p>3. The suit of the liquidating commissioners of an insolvent corporation against shareholders for the amounts due on their stock is in the interest of creditors, and the recovery is to be limited by the debts and the costs and expenses of liquidation. (Belknap vs. Adams, 49 Ann. 353.)</p> <p>On Reheabing.</p> <p>1. Filing copies on appeal. The filing of copies on appeal in accordance with an • agreement of counsel, to supply documents not copied in the transcript, made it necessary to change our decree in unimportant particulars.</p> <p>2. Subscription to be turned over to corporation representatives. The legal representatives of a corporation in insolvent condition and not, in consequence, ' a going concern, whose creditors seek payment of their claims, are authorized to recover from delinquent subscribers the amount o