Merrill v. Prescott

Citations

• 67 Kan. 767
• 74 P. 259
• 1903 Kan. LEXIS 328

Syllabus

<p>SYLLABUS BY THE COURT.</p> <p>1. Corporations — Contribution Among Stockholders — Not a Question for Jury. An action for contribution by a stockholder of an insolvent corporation against all of the other resident, solvent stockholders, in which it is claimed that certain of the stockholders are insolvent and others are non-residents of the state, asking for an apportionment of the liabilities of the resident, solvent stockholders and a personal judgment against each for his porportionahS share of such liabilities, is an equitable action, and the defendant stockholders are not, as a matter of right, entitled to a jury.</p> <p>2. - Only Solvent, Resident Stockholders to be Counted. In determining the liability of the defendant stockholders in an action for contribution by a stockholder of an insolvent corporation, all insolvent and non-resident stockholders should be ascertained and excluded, and the computation made only between the solvent, resident stockholders.</p> <p>3. - Consideration for Stock Not Material. Where an action for contribution is brought by one who has paid more than his share of the debts of an insolvent corporation, the fact that the stockholder who sues for contribution turned into the corporation lands at a price greatly in excess of their real value and received in payment therefor stock of the corporation is not material, especially when it is not claimed that the transaction was in bad faith or fraudulent.</p> <p>4. - Payments by Stockholder to Creditors — Proper Credit. Where a stockholder of an insolvent corporation, under an agreement with the creditors of the corporation, pays a certain amount upon each share of his stock and obtains from such creditors a full release of his liabilities as a stockholder, such release is a defense in an action for contribution only to the extent of the amount actually credited on the j udgment by reason of such payment.</p>