Lewis' Adm'r v. Glenn

Citations

• 84 Va. 947
• 6 S.E. 866
• 1888 Va. LEXIS 170

Syllabus

<p>1. Corporations —Trust deeds—Subscriptions—Assignee— Case at bar.—The National Express Company executed in Virginia a trust deed of all its estate, including money payable on assessments, to trustees for benefit of its creditors, requiring payment of all its debts, hut reserving enjoyment for a specified period. This deed was shortly afterwards ratified by a meeting of the stockholders. A decree entered in a creditors’ suit against the company, to which, however, the stockholders were not parties, made an assessment, or call, for thirty per cent, on all subscriptions, substituted the plaintiff for the original trustees, and authorized him to collect such assessments by suit or otherwise:</p> <p>Held :</p> <p>1. The trust deed must be construed by the laws of Virginia and is valid.</p> <p>2. It passed title to all unpaid subscriptions, with power to collect same to extent of call.</p> <p>3. The decree binds not only the company, but the stockholders also, whom the plaintiff, as such trustee and assignee, may, under, and also independently of, Code 1873, ch. 141, sec. 17, sue in his own name, for the amount of the call on their subscriptions.</p> <p>2. Idem—Evidence—Stock-books—Subscriptions—Case at bar.—In the case here, held, that the evidence sufficiently identifies certain books introduced by plaintiff as books of the corporation; that those books are admissible as evidence in the action against the deceased’s estate; and that they, with the other testimony, afford satisfactory proof that the deceased was a stockholder, her subscription having been made in her lifetime by her authorized agent.</p> <p>3. Idem—Statute of limitations—Assessment.—Under Code 1873, ch. 57, sec. 3, the statute of limitations begins to run against an action for unpaid assessment, only from the time such assessment is made.</p> <p>4. Practice in Chancery—Service of Process.—Under Code 1873, cb. 166, sec. 7, a return of summons in a suit, made by the sheriff, showing proper service upon