Pfisterer v. Toledo, Bowling Green & Southern Traction Co.

Citations

• 89 Ohio St. (N.S.) 172

Syllabus

<p>Corporations — Action to enforce judgment — Conveyance of property by defendant in personal injury case — Plaintiff a subsequent creditor and transfer will not be set aside, when — Proof necessary to set aside conveyance — Question of fraudulent transfer to defeat creditors’ rights.</p> <p>1. An incorporated company made a conveyance of all its property, including its franchise. At the time of the conveyance, the plaintiff had a valid cause of action against it for personal injury caused by its negligence, upon which he brought his action, after the conveyance, and recovered judgment for $1250. Held: He is a subsequent creditor, and in a suit by him to subject the property thus transferred into the hands of the purchaser to the payment of his judgment, the transfer will be set aside only upon proof of the grantor company’s actual intent to defraud its creditors. (Evans et al. v. Lewis, 30 Ohio St., 11, approved and followed.)</p> <p>2. Especially where the purchaser has paid valuable and adequate consideration (viz., $239,250 and some stock in another company for property alleged to be worth $300,000), there must be clear and satisfactory proof of fraudulent intent on his part.</p> <p>3. 'Where the vendee is a natural person who purchases for himself and others associated with him, and he and his associates afterwards form an incorporated company; and after the.pur- ' - chase price is actually paid to the vendor company’s treasurer, the latter company, at the request of the vendee, makes the deed of conveyance directly to the new incorporated company; and some of the stockholders of the vendor company take stock in the new company, as well as some money, for the transfer to the purchaser of their certificates of stock in the vendor company, which are destroyed; and the treasurer of the vendor company distributes to its stockholders the balance of the money so paid to him, after having paid to its acknowledged and listed creditors $70,000, to discharge their claim