Holland v. Heyman & Brother

60 Ga. 174

• Court: Supreme Court of Georgia
• Decided: January 15, 1878
• Status: Published

Opinion

Bleckley, Judge.

1. The bankruptcy of a corporation does not put an end to the corporate existence, nor vacate the office of the directors. A corporation of this state cannot be dissolved by an act of congress, or by the administration thereof, through the federal courts. Georgia created, and she alone can destroy. Code, §§1485 et seq.; §§1651,1670, 1682, 1684. Besides, it is not the purpose of the bankrupt law to dissolve corporations. The assets are seized, but the franchise is spared. “Your money,” not “your life,” is the demand made by the bankrupt act.

2. After a chartered bank has been adjudicated a bankrupt, a member of its last active board of directors (the board in existence when the failure occurred and the act of bankruptcy was committed) cannot buy up claims against it at a discount, and entitle himself to credit therefor, at full face value, on settlement with creditors on his personal liability as a stockholder.

At least, this cannot be done so as to defeat the suit of a creditor who commenced his action before the bought up claims were actually applied in extinguishment of the stockholder’s personal liability, and whilst the stockholder held the claims, as transferee, open against the bank, he not having surrendered or canceled them until after the action was brought. 42 Ga., 575. As a general .principle, it would seem that an officer whose duty it was to conduct the vessel into port cannot buy up claims against the wreck at a discount, and take credit therefor on his own liabilities at par. Code, §4428.

3. On the question of pleading, there is no real difficulty. When a stockholder is sued as such, and he defends on claims against the bank, purchased by him, his legal disability as a director to purchase at a discount may be urged by a plaintiff in reply, without any allegation to that effect in the pleadings.

In Georgia, we have no replication.

Cited for plaintiff in error: 40 Ga., 391; 42 Ib., 575 ; 56 Ib., 563 ; 26 Ib., 1; Code, §3332; 1 Ga., 70; 13 Ib., 195 ; 2 Ib., 258 ; 58 Ib., 598; 57 Ib., 81; 30 Ib., 619 ; 32 Ib., 372; 58 Ib., 540; 55 Ib., 294; 51 Ib., 289; 30 Ib., 944; 29 Ib., 203; 7 Ib., 503; 11 Ib., 286; 8 Ib., 114, 178; 29 Ib., 647; 30 Ib., 241, 361; 32 Ib., 228; 44 Ib., 28; 45 Ib., 108; 47 Ib., 70, 80 ; 48 Ib., 48 ; 50 Ib., 203 ; 52 Mo., 583; 19 Johns., 456, 473 ; 11 B. R. R., 162; 48 Mo., 543; 17 N. Y., 93 ; 8 Cowen, 387; 24 Wend., 473 ; 16 Ga., 227; 42 Ib., 582; 26 Ib., 27.

Cited for defendants in error: Acts of 1870, p. 95; acts of 1868, p. 36; 42 Ga., 582; 20 Ib., 295; 4 Ib., 395; 56 Ib., 563 ; 16 Ib., 245, 246 ; Code, §4430; 5 Ga., 239; Ang. & Ames on Cor., §§433, 434; Grant on Cor., 224, 225, 247; Dillon M. C., §163, et seq.; 24 Eng. C. L., 25; 1 Ld. Raym., 563 ; 2 Ib., 1304; 2 Sweeny, 652; 48 N. Y., 427; Bump., 8 ed, 789 ; 4 B. R., 537; 13 Ib., 385 ; 12 Ib., 559 ; Code, §1684; 4Edwards, 123; 24 Vt., 228; 33 Maine, 132; 6 Gill.& J., 205 ; 2 Duval, 17; 57 Ga., 340; 21. Law. Rep., 138; Redfield Railways, §235, and note; 2 Abb. C. C., 151; 8 Phila., 639; 43 Ga., 442; 33 Conn., 516; Ang. & Ames Cor., §491 et seq.; 7 Conn., 214; 8 Metc., 301; 22 N. Y., 128; 38 Barb., 181; 11 Ga., 556; 59 Me., 277; 2 Black, 715; Dunlap’s Paley, 34.

Judgment affirmed.