Keystone Surgical Supply Manufacturing Co. ex rel. Rennyson v. Bate

Citations

• 187 Pa. 460
• 41 A. 299
• 1898 Pa. LEXIS 828

Syllabus

<p>Corporation — Trespass—Wrongful dispossession of real estate — Province of court and jury— Contract — Director.</p> <p>In an action by the assignee of an insolvent corporation against two partners, the evidence showed that one of them who was a stockholder, director and one of the building committee of the corporation, entered into a contract, in the name of the partnership, with the corporation, to build a factory upon land owned by the other partner, the building when finished to be paid for by a mortgage for the contract price; and, further, that the company paid the owner of the land the price agreed on in a contract made the same day. The evidence also tended to show that the partner who had agreed to construct the building, secretly sublet the contract at a much less sum to another person who, before the contract with the corporation was made, had offered to do the work for him at this less sum. The property was delivered to the corporation, which placed in the building valuable machinery, but refused to execute a mortgage for the full amount of the contract price. The partners thereupon ejected the corporation from the possession of the building. Held, that plaintiff, under the evidence, had a right to go to the jury on tlie question of damages for a wrongful dispossession.</p> <p>While the act of March 81, 1860, forbidding officers of a corporation to contract with the corporation to furnish supplies and materials, does not apply to contracts with private corporations, yet such contracts come under tlie common-law rule that they shall be closely scrutinized, aud be in all respects fair and reasonable.</p>