Montgomery Web Co. v. Dienelt

Citations

• 133 Pa. 585
• 19 A. 428
• 1890 Pa. LEXIS 938

Syllabus

<p>1. As fraud can rarely be proved by direct and positive testimony, great liberality is always exorcised in the admission of evidence having a tendency to show it, and the party alleging it is entitled to have the jury consider the united force of items of testimony having this tendency ; a charge, therefore, which, without directing the view of the jury to this, takes up each of the items separately, dismissing it with the remark that it does not prove the ease, is erroneous.</p> <p>2. When a transfer of property from one corporation to another is, in substance and effect, a transfer by the stockholders of the former to themselves, they retaining their interest in it through holdings of stock in the latter corporation, without other consideration than their previous ownership of stock in the former, the stockholders are not so completely severed from the corporation behind which they hide, as to require the law to ignore the fact that the difference between the two corporations is merely in their names.</p> <p>(á) A corporation assigned all its property, except a small part left to satisfy the claim of its landlord for rent and proving insufficient therefor, to another corporation newly organized and composed of the same stockholders with the addition of certain creditors of the old company. The consideration expressed in the assignment wa's one dollar and the assumption by the new company of certain specified debts of the old, which included all debts owing by it except that due to one creditor.</p> <p>(6) The claim of the creditor thus excepted was in litigation, and his suit thereon was approaching trial at the date of the assignment. Knowledge of the arrangement was withheld from him, but the other creditors were all notified and assented to it, receiving payment of their claims in full from the new company, some of them in cash and others in shares of its stock. The remainder of said stock, being more than half of it, was issued to the stockholders of the ol