Cutler v. Middlesex Factory Co.

Massachusetts Supreme Judicial Court

Cutler v. Middlesex Factory Co.

31 Mass. 483

CourtMassachusetts Supreme Judicial Court

DecidedOctober 15, 1833

StatusPublished

This text of 31 Mass. 483 (Cutler v. Middlesex Factory Co.) is published on Counsel Stack Legal Research, covering Massachusetts Supreme Judicial Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Cutler v. Middlesex Factory Co., 31 Mass. 483 (Mass. 1833).

Pincite

Opinion

Shaw C. J.

delivered the opinion of the Court. The question arises upon an account filed in set-off, in which the defendants claim to set-off assessments due on certain shares, alleged to have been owned and held by the testator in his lifetime. The executor contends, that the testator had duly transferred these shares, and was not the proprietor of them when the assessment was laid. The case has been argued mainly upon the question whether the assignment was valid to transfer these shares ; but we think it involves the more general question, whether supposing the' transfer not valid, the estate of the testator in the hands of the executor is liable for assessments. A set-off is substantially a cross action. The inquiry then is, whether if the defendants were plaintiffs, they could maintain an action against the executor to recover the assessments ; and the Court are all of opinion, that they could not. The only compulsory mode, which a manufacturing corporation has, to enforce the payment of assessments, is by sale of the share. By law, the assessment is a lien on the share. The executor has an option to redeem the share for the benefit of the estate, by payment of the assessment, as ne would have to redeem any other pledged property ; and this option he will exercise according to his views of the interest of the estate. This corporation was established by St. 1811, c. 66. The name was changed by St. 1819, c. 97, but its character and responsibility were not thereby changed. The liability of this corporation depends upon the St. Í808, c. 65, the original act regulating manufacturing corporations, to the provisions of which express reference is made in the original act of incorporation. By virtue of this act, the remedy to enforce the payment of assessments, was by sale of the share ; no action would lie, either against the proprietor himself or his [485]*485executor , and, of course, the claim of the defendants to set-off these assessments, cannot be maintained. See Ripley v. Sampson, 10 Pick. 372.

Judgment for the pMMtiff.

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Shaw C. J.

delivered the opinion of the Court. The question arises upon an account filed in set-off, in which the defendants claim to set-off assessments due on certain shares, alleged to have been owned and held by the testator in his lifetime. The executor contends, that the testator had duly transferred these shares, and was not the proprietor of them when the assessment was laid. The case has been argued mainly upon the question whether the assignment was valid to transfer these shares ; but we think it involves the more general question, whether supposing the' transfer not valid, the estate of the testator in the hands of the executor is liable for assessments. A set-off is substantially a cross action. The inquiry then is, whether if the defendants were plaintiffs, they could maintain an action against the executor to recover the assessments ; and the Court are all of opinion, that they could not. The only compulsory mode, which a manufacturing corporation has, to enforce the payment of assessments, is by sale of the share. By law, the assessment is a lien on the share. The executor has an option to redeem the share for the benefit of the estate, by payment of the assessment, as ne would have to redeem any other pledged property ; and this option he will exercise according to his views of the interest of the estate. This corporation was established by St. 1811, c. 66. The name was changed by St. 1819, c. 97, but its character and responsibility were not thereby changed. The liability of this corporation depends upon the St. Í808, c. 65, the original act regulating manufacturing corporations, to the provisions of which express reference is made in the original act of incorporation. By virtue of this act, the remedy to enforce the payment of assessments, was by sale of the share ; no action would lie, either against the proprietor himself or his [485]*485executor , and, of course, the claim of the defendants to set-off these assessments, cannot be maintained. See Ripley v. Sampson, 10 Pick. 372.

Judgment for the pMMtiff.

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Bluebook (online)

31 Mass. 483, Counsel Stack Legal Research, https://law.counselstack.com/opinion/cutler-v-middlesex-factory-co-mass-1833.