Millsaps v. Chapman

Citations

• 76 Miss. 942

Syllabus

<p>1. Cobpobations. Directors. Resignation. Re-election.</p> <p>When a bank director resigns, buys property of the bank shortly thereafter, and is thereupon re-elected director, he will be liable as though a director when the property was purchased.</p> <p>3. Same. Case.</p> <p>Where a person accepts the office of director of a corporation two years in succession, is re-elected the two following years, attends a meeting the last year and receives pay therefor, then resigns, but accepts a re-election three months thereafter, he will, having permitted himself to be advertised as a director during the entire time, be held to have been a director during the three months between his resignation and last election, within the rule forbidding the purchase, by a director, of the property of an insolvent corporation, paying therefor with the stock of the corporation, even if there were no formal acceptance by him of his election in the third and fourth year.</p> <p>3. Same. InsoVoency. Sale of property to director. Fraud.</p> <p>Where a director of an insolvent corporation purchases its property, in part for cash and in part for the stock of the corporation, he will be treated as á trustee. If the purchase was tainted with actual fraud, the conveyance will be vacated and the purchaser denied reimbursement for money actually paid for the property j but if only constructively fraudulent, he may be permitted to retain the property by paying the difference between the value of the property at the time of the purchase and the cash purchase money paid.</p> <p>4. Same. Loan by director and another.</p> <p>A bona fide loan of money jointly by a director and another to an insolvent corporation may be secured by a mortgage on the property of the corporation.</p> <p>5. Same. Attorney's fee for collection.</p> <p>And a note for such a loan may lawfully stipulate for the payment of an attorney’s fee for its collection.</p>