Appeal of Rowley

9 A. 329, 115 Pa. 150, 1887 Pa. LEXIS 293

• Court: Supreme Court of Pennsylvania
• Decided: March 21, 1887
• Status: Published

Opinion

Mr. Justice Trunkey

delivered the opinion of the court, March 21st, 1887.

The bill sets forth, among other things, that the capital stock of the company consists of five thousand shares of the par value of one hundred dollars each; that the plaintiff, as one of the original stockholders, subscribed for one hundred shares, and that the defendants have refused to give him a certificate, and have- confederated to deprive him of his rights as a shareholder.

With reference to that, in the answer, Rowley denies that the plaintiff ever was the real owner of any shares, and says that the plaintiff consented to the use of his name as subscriber for one hundred shares of stock, under an agreement that, upon demand, he would transfer and assign the same to said Rowley, as the true and equitable owner, which he has since refused to do.

The answer shows that, at the time the plaintiff subscribed, he agreed that his subscription should be for the sole benefit of Rowley. Admitting the act of subscribing, it declares that the act was accompanied with an agreement that the subscription was wholly for the use of one of the defendants. This is not subsequent matter alleged in avoidance; if true, it is a material portion of the facts in the case of the plaintiff which he accidentally omitted. We think the answer is responsive: Eaton’s Appeal, 66 Pa., 483; Burke’s Appeal, 99 Pa., 350.'

We are of opinion that the learned judge of the Common Pleas rightly ruled that “the complainant’s testimony is supported by such corroborative evidence#as to overcome the answer even under the strictest rules of equity practice.”

In pursuance of the statute, the charter of the intended corporation was subscribed by six persons, and in it were written their names and residences, and the number of shares subscribed by each, and the number and names of the directors for the first year. Rowley, Francis W. Kennedy and Henry H. Kennedy deposed that the statements made in the charter are true. How could they have made the affidavit if they knew or believed that four of the persons were not good faith subscribers, that, in fact, Rowley and F. W. Kennedy owned the entire stock, and that three, of the five directors named, owned no stock and.had no interest in the corporation?

The charter, with the requisite affidavit, is in evidence that oath was essential in obtaining the charter. The statements, acknowledgment and affidavit, prescribed by law, are not formal and idle. Although the burden is on the plaintiff, the testimony of one witness has corroboration fully equal to the testimony of another. Indeed the stronger evidence is the charter itself. As against him who made oath that the statements therein are true, it is written evidence of high character, to repel an allegation which is irreconcilable with those statements.

It being determined that the plaintiff is a stockholder, as alleged in the bill, we express no opinion on the question raised in the fifth assignment of error.

Decree affirmed, and appeal dismissed at costs of appellants. ,