Northrop v. Finn Construction Co.

Citations

• 260 Pa. 15
• 103 A. 544
• 1918 Pa. LEXIS 460

Syllabus

<p>Corporations — Failure to pay in ten per cent, of capital stock in cash — Ouster—Corporation de facto — Stock owned by one person— Payment for stock by building equipment — Transfer of possession —Receivership of business — Bankruptcy—Sales within four months —Sales in bulk — Act of Ma/rch £8, 1905, P. L. 6% — Auditor—Findings of fact — Conclusiveness.</p> <p>1. The entry of a judgment of ouster against a corporation for failure to pay into its treasury the ten per cent, in cash required by the statute does not affect its rights as a corporation de facto prior to such judgment. So far as related to third parties its busi-, ness, transactions are valid.</p> <p>2. Horses, carts, hoisting machines and building equipment of a building contractor are neither merchandise nor fixtures within the meaning of the Act of March 28, 1905, P. L. 62, making voidable certain sales of merchandise and fixtures in bulk.</p> <p>3. To render a transfer of property made within four months before the filing of a petition in bankruptcy voidable under the Federal statutes, the party making the transfer must be at the time insolvent.</p> <p>4. To render a transfer of personal property valid as against creditors it must be accompanied by such change of possession as is consistent with the nature of the property and the situation of the parties. A change of location of the property is not essentially necessary. If the purchase was in good faith and for a valuable consideration followed by acts intended to transfer the possession as well as the title, and the vendee assumed such control of the property as to reasonably indicate a change of ownership, the delivery of possession cannot as a matter of law be held insufficient.</p> <p>5. A purchase will not be declared fraudulent in law where the conduct of the party shows that there was an intention to transfer possession as well as the title and the vendee assumes such control of the propery as ought reasonably to indicate a change of ownershi