Mahaffey Co. v. Russell & Butler

Citations

• 100 Miss. 122
• 54 So. 807

Syllabus

<p>1. Corporations. Reincorporation. Liability for debts of original company. Attachment. Claimant. Joinder of issue. Time. In- - structions.</p> <p>One corporation cannot, to the prejudice of its creditors, give away its assets to another corporation; nor can one corporation defeat creditors of another by the purchase of its assets, even for value, unless such purchase is bona fide. But in either case the purchasing corporation is liable for the debts of the selling corporation, only to the extent of the value of the assets actually received by it.</p> <p>2. Attachment. Claimant’s issue.</p> <p>The claimant in an attachment suit is not required to join issue until final judgment in the main case.</p> <p>3. Instructions. Cured by other instructions.</p> <p>Where one instruction erroneously declared that the plaintiff could recover his full claim from a corporation if it received assets of another corporation, the debtor of plaintiff, in any amount whatever, it is not cured by another instruction that the plaintiff must show that the receiving corporation received assets belonging to the other corporation and that it cannot be held liable beyond the value of such assets, for where the facts stated in a concrete charge are not sufficient to sustain the verdict directed, the error is a reversible» one, and cannot be cured by other instructions.</p>