American Cotton Oil Co. v. Saluda Oil Mill Co.

• Decision Date: 07 July 1917
• Docket Number: 9738.
• Citation: 93 S.E. 14,107 S.C. 422
• Parties: AMERICAN COTTON OIL CO. v. SALUDA OIL MILL CO. ET AL.
• Court: South Carolina Supreme Court

93 S.E. 14

107 S.C. 422

AMERICAN COTTON OIL CO. v. SALUDA OIL MILL CO. ET AL.

No. 9738.

Supreme Court of South Carolina

July 7, 1917

Appeal from Common Pleas Circuit Court of Saluda County; Edward McIver, Special Judge.

Action by the American Cotton Oil Company against Saluda Oil Mill Company and B. W. Crouch and others. Judgment for defendants and plaintiff appeals. Reversed and remanded, and judgment entered against defendants.

See also, 89 S.E. 1067.

Benet Shand & McGowan and R. E. Carwile, all of Columbia, for appellant.

C. J Ramage, E. W. Able, and B. W. Crouch, all of Saluda, for respondents.

FRASER J.

The Saluda Oil Mill Company shipped to the American Cotton Oil Company, the plaintiff, a certain lot of oil and drew a draft on the plaintiff for it. This draft was promptly paid. When the shipment arrived, it was found to be short in quality and quantity, and that the plaintiff had overpaid the amount due by $702.70. The Saluda Oil Mill Company was promptly notified of the shortage and as to the amount overpaid. Mr. Crouch, one of the defendants, was secretary and treasurer of the Saluda Company, and wrote to the plaintiff:

"We expect to sell our entire plant the first Monday in July, in order to pay off all the debt * * * including your claim."

The plant of the Saluda Company was sold by the sheriff under execution, and there was a surplus over the judgment debt of some $4,000. This amount was paid to Mr. Crouch, and by him paid out to the stockholders of the Saluda Company. Mr. Crouch says that in receiving and paying out this money he acted, not as the treasurer and director of the corporation, but strictly as agent of the sheriff. This is an action for the $702.70 and interest thereon from the 21st day of April, 1907, and brought against the Saluda Oil Mill Company, a corporation, and its codefendants as directors and trustees of the Saluda Company. The defendants claim that the corporation was dissolved by this sale. This is not material, however, as by the statutes (Code 1912, §§ 2814-2816) the duties of directors of dissolved corporations are continued as trustees to collect the assets, pay the debts, and distribute the surplus. Mr. Crouch admits that he knew of the plaintiff's claim but states that he did not know but that the debt had been paid.

Respondents say:

"The whole question resolves itself into this: Did surplus fund arising from the sale of the Saluda Oil Mill property properly go into the hands of the officers and directors of Saluda Oil Mill Company as a trust fund under the statute, or did said fund go into the hands of B. W. Crouch as agent of the sheriff?"

The answer to that question is that the money went...