Margarge & Green Co. v. Ziegler

Citations

• 9 Pa. Super. 438
• 1899 Pa. Super. LEXIS 52

Syllabus

<p>Corporations — Personal liability of directors — Act of 187 Failure to file certificate.</p> <p>The Act. of April 29, 1874, P. L. 73, see. 39, while directing the filing of the certificate described therein, imposes no liability for a neglect to file it and none can be enforced.</p> <p>Actions — Equity—Remedy against directors of a corporation for debt in excess of stock.</p> <p>The remedy against directors of a corporation personally for debt contracted in excess of the capital stock in violation of sec. 9, clause 8 of the act of April 29, 1874, is in a court of equity, a tribunal peculiarly fitted for the adjudication and enforcement of claims of this character.</p> <p>Corporations — Personal liability of directors for excessive debt.</p> <p>Directors being personally liable for debts created by them in excess of the capital stock, this liability cannot be evaded by applying the corporate assets to such indebtedness, to the prejudice of the corporation or of third parties. This is not such reduction of the debt as will relieve the directors from personal liability.</p> <p>Directors' personal liability for debts — Sufficient averments of pleadings.</p> <p>An application of its property which, in effect, extinguishes a corporation, cannot be viewed as a reduction of its indebtedness in relief of the liability of the directors for indebtedness unlawfully contracted; but in order to hold the directors liable under these circumstances, the facts upon which they arise must be set forth in the pleadings with sufficient certainly. They cannot be inferred or assumed from the existence of facts merely showing a more limited liability.</p>