Miller v. Dilkes

Citations

• 251 Pa. 44
• 95 A. 935
• 1915 Pa. LEXIS 633

Syllabus

<p>Corporations — Evidence — Disputes between members — Boohs and records of the corporation — Equity—Accounting—Interest on balance due — Costs.</p> <p>1. The books of a corporation, although they cannot be introduced in evidence by the corporation in support of its own rights or privileges against strangers, are nevertheless admissible in evidence in disputes between members of the corporation.</p> <p>2. Where an agreement for the sale of a large majority of the stock of a corporation provided that the indebtedness of the. corporation should subsequently be ascertained and paid in certain proportions by the vendor and vendee, and after the sale the vendee furnished a statement of indebtedness of the corporation which should be paid by the vendor and the vendee, the accuracy of which was disputed by the vendor, who refused to pay any part of said indebtedness, it was not error, in a suit brought by the vendee for an accounting and to secure payment of the balance to be found due, to admit in evidence the books and vouchers of the corporation showing the business of the company during the time when plaintiff and defendant were both stockholders, particularly where it appeared that during such period defendant had been an officer of the corporation, had approved many of its vouchers and that the methods of bookkeeping of the corporation were acquiesced in by him, and where defendant suggested no method of ascertaining the indebtedness of the corporation other than by an examination of its books and vouchers.</p> <p>3. Where in such case, the sale took place on March 8, 1910, but the statement of the indebtedness of the company was not furnished to defendant until June 7, 1910, interest should have been computed on defendant’s share of indebtedness, not from the date of sale, but from the date when the statement was furnished.</p> <p>4. Where in such ease, it appeared that the corporation had a claim for demurrage but that the corporation’s agent had expressly agreed