Schmitt v. Potter Title & Trust Co.

Citations

• 61 Pa. Super. 301
• 1915 Pa. Super. LEXIS 323

Syllabus

<p>Corporations- — Failure to record charier — Right to bring suit— Act of April 89,187k, P- L. 78 — Receiver.</p> <p>The fact that a corporation has failed to record its certificate of incorporation in the recorder of deeds’ office as provided by the Act of April 29, 1874, P. L. 73, but which has otherwise organized and assumed corporate powers, will not prevent the company from maintaining a suit for a debt due to it; and all the more is this the case where the company is in the hands of a receiver, inasmuch as the appointment of a receiver is conclusive of all prior matters involved in such appointment.</p> <p>Corporations — Treasurer—TJse of corporate money — State treasurer’s debt.</p> <p>Where the treasurer of a corporation borrows money from a trust company and pays the interest on the loan by checks signed by him as treasurer of his corporation and made payable to the trust company, the latter company is put upon inquiry as to the authority of the treasurer to use the corporate funds, and if it fails to do so, and the treasurer is in fact without authority, the trust company will be liable to the corporation in the aggregate amount of such cheeks.</p> <p>In such a case it is immaterial that one of the cheeks was drawn to the treasurer’s own order and endorsed by him to the trust company, having upon its face the words “account salary,” and it is also immaterial that the treasurer may have had individual claims against the corporation, inasmuch as the treasurer of the corporation when sued for moneys in his hands may not set off a debt or independent claim; nor is it material that the treasurer may have deposited some of his own funds in the account of the corporation if there is nothing to show definitely that at the times the cheeks were given any of the treasurer’s money was included in the account of the corporation, or that the corporation knew of any mingling of funds.</p> <p>In an action by a corporation' to recover corporate funds improperly paid to t