Edmisten v. Smith & Co.

Supreme Court of Colorado

Edmisten v. Smith & Co.

67 Colo. 1

CourtSupreme Court of Colorado

DecidedSeptember 15, 1919

DocketNo. 9152

StatusPublished

This text of 67 Colo. 1 (Edmisten v. Smith & Co.) is published on Counsel Stack Legal Research, covering Supreme Court of Colorado primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Edmisten v. Smith & Co., 67 Colo. 1 (Colo. 1919).

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Opinion

Mr. Chief Justice Garrigues

delivered the opinion of the court:

July 12, 1915, the Emporium Stores Company, a Colorado corporation, was indebted to defendant in error for goods, wares and merchandise purchased between June 24 and December 18, 1914. The corporation failed to file the annual report required by chapter 102, page 254, Laws 1911, within 60 days next after January 1, 1915, but did file such report April 8, 1915. This suit, commenced July 12, 1915, is based upon the statute to enforce against Edmisten the collection of the debt, he being a director of the corporation.

[2]*2It is claimed, inasmuch as no default existed when the indebtedness was contracted, and as the report was filed before the suit was commenced, that the statute making the directors liable does not apply.

The statute provides that, if the report is not filed within time (60 days next after the first day of January in each year) the directors shall be liable for' all debts of the corporation contracted during the year preceding, and until it shall be filed. The latter clause, “and until such report shall be made and filed,” means that the directors shall be liable for all debts contracted after the 60 days, and until the report is filed, as well as for all debts contracted the year preceding.

The directors are clearly within the provision of the statute fixing their liability for failure to file the report within time, and they could not relieve themselves or escape the consequences of such liability by filing a report after-wards. Austin v. Berlin, 13 Colo. 198, 201, 22 Pac. 433; Cavanaugh v. Patterson, 41 Colo. 158, 161, 91 Pac. 1117; Bradford v. Gulley, 10 Colo. App. 146, 148, 50 Pac. 314; Thatcher v. Salomon, 16 Colo. App. 150, 153, 64 Pac. 368; Hazelton v. Porter, 17 Colo. App. 1, 4, 67 Pac. 170; Cannon v. Breckenridge Merc. Co., 18 Colo. App. 38, 69 Pac. 269; Reuter Hub & Spoke Co. v. Hicks, 181 Mich. 250, 148 N. W. 339.

Judgment affirmed.

Affirmed.

Mr. Justice Teller and Mr. Justice Bailey concur.

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Mr. Chief Justice Garrigues

delivered the opinion of the court:

July 12, 1915, the Emporium Stores Company, a Colorado corporation, was indebted to defendant in error for goods, wares and merchandise purchased between June 24 and December 18, 1914. The corporation failed to file the annual report required by chapter 102, page 254, Laws 1911, within 60 days next after January 1, 1915, but did file such report April 8, 1915. This suit, commenced July 12, 1915, is based upon the statute to enforce against Edmisten the collection of the debt, he being a director of the corporation.

[2]*2It is claimed, inasmuch as no default existed when the indebtedness was contracted, and as the report was filed before the suit was commenced, that the statute making the directors liable does not apply.

The statute provides that, if the report is not filed within time (60 days next after the first day of January in each year) the directors shall be liable for' all debts of the corporation contracted during the year preceding, and until it shall be filed. The latter clause, “and until such report shall be made and filed,” means that the directors shall be liable for all debts contracted after the 60 days, and until the report is filed, as well as for all debts contracted the year preceding.

The directors are clearly within the provision of the statute fixing their liability for failure to file the report within time, and they could not relieve themselves or escape the consequences of such liability by filing a report after-wards. Austin v. Berlin, 13 Colo. 198, 201, 22 Pac. 433; Cavanaugh v. Patterson, 41 Colo. 158, 161, 91 Pac. 1117; Bradford v. Gulley, 10 Colo. App. 146, 148, 50 Pac. 314; Thatcher v. Salomon, 16 Colo. App. 150, 153, 64 Pac. 368; Hazelton v. Porter, 17 Colo. App. 1, 4, 67 Pac. 170; Cannon v. Breckenridge Merc. Co., 18 Colo. App. 38, 69 Pac. 269; Reuter Hub & Spoke Co. v. Hicks, 181 Mich. 250, 148 N. W. 339.

Judgment affirmed.

Affirmed.

Mr. Justice Teller and Mr. Justice Bailey concur.

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