Barron v. Paine

• Decision Date: 07 April 1891
• Parties: BARRON et al. v. PAINE. SAME v. WHITCOMB. SAME v. LARRABEE. SAME v. TREAT.
• Court: Maine Supreme Court

22 A. 218

83 Me. 312

BARRON et al.

v. PAINE.

SAME

v. WHITCOMB.

SAME

v. LARRABEE.

SAME

v. TREAT.

Supreme Judicial Court of Maine.

April 7, 1891.

(Official.)

Report from supreme judicial court, Hancock county.

Bills in equity, heard on bills, answers, and proofs, brought under Rev. St. c.46, §§ 44-48, to collect a judgment of the defendants as stockholders of the Bar Harbor Land Company, and which the plaintiffs had recovered against the corporation.

The material portions of the bill against the defendant Paine are as follows:

"(1) That your complainants, under their writ dated September 7, A. D. 1889, entered in the supreme judicial court, holden at Ellsworth, within and for said county of Hancock, on the second Tuesday of October, A. D. 1889, recovered a lawful and bona tide judgment against the Bar Harbor Land Company, on the 30th day of January, A. D. 1890, for the sum of $3, 196.29 debt or damage, and $16.29 costs of suit, upon which said judgment execution was duly issued, dated January 31, A.D 1890, and placed in the hands of one William Fennelly, a deputy-sheriff of the said county of Hancock, who, on March 8, A. D. 1890, made return thereon, in substance, that after diligent search therefor he could find no property of said corporation in his precinct, and he duly returned said execution in no part satisfied; which said judgment was based upon a claim in contract against said Bar Harbor Land Company in favor of your complainants, expressed and implied; and that said judgment is still held by your complainants in full force, and not satisfied, reversed, or annulled.

"(2) That said Bar Harbor Land Company is a corporation with a capital stock fixed at three hundred thousand dollars, divided into sixty thousand shares of the par value of five dollars each, organized, created, and established under the laws of Maine, on the 27th day of May, A. D. 1887, and from then to and at the date of this bill duly existing and having an established place of business at said Bar Harbor " (3) That your complainants are informed and believe that on a certain day, to wit, June 4, A. D. 1887, the said Edgar M. Paine, under the name of Edgar Paine, subscribed for, agreed to take, and did take, stock in said corporation to a large amount, to-wit, one hundred shares; that the said respondent has not paid for the stock so taken by him, either in cash or in any other matter or thing at a bona fide and fair valuation thereof, or made payment in any manner required by law. [Amended by striking out the words in the first and second lines so as to read: 'That on the 4th day of June, A. D. 1887, said respondent subscribed for,' etc.]

"(4) That the cause of action upon which the said judgment of the complainants against said corporation was founded was contracted wholly during the ownership by the said respondent of his said stock.

"(5) That the proceedings of the said complainants to obtain their said judgment against said corporation were commenced on the 7th day of September, A. D. 1889, as by the date of the writ above mentioned appears; and that your complainants are informed and believe [amended by inserting the words 'and therefore allege'] that their said proceedings to obtain judgment were thus commenced during the ownership by the said respondent of his said shares of stock, or within one year after the transfer of such stock was recorded on the books of said corporation. "

The material allegations of defendant's answer are as follows:

"(1) That, as to the allegations contained in paragraphs Nos. 1, 2, and 4 of the complainants' bill, the respondent has no knowledge or information in the premises, and neither admits nor denies said allegations, but calls for proofs.

"(2) That, on the date alleged, the respondent did agree to take, and did take, one hundred shares of the capital stock of said Bar Harbor Land Company, but that the respondent did pay for the same in cash at the rate of three and fifty one-hundredths dollars per share; in all, paying to said company for said stock three hundred and fifty dollars in cash.

"(3) The respondent admits that the proceedings of the complainants to obtain their said judgment against said company were commenced on the 7th day of September, A. D. 1889, but avers that it is nowhere alleged as a matter of fact, in the complainants' bill, that said proceedings to obtain judgment were thus commenced during the ownership by said respondent of his said shares of stock, or within one year after the transfer of said stock was recorded upon the books of the Bar Harbor Land Company aforesaid. And the respondent insists on this special matter of defense, and asks to have the same benefit therefrom as if he had demurred specially to said bill.

"(4) The respondent further avers that the debt upon which said judgment against said Bar Harbor Land Company was obtained was a mortgage debt of said company, as appears by the following statement: On June 14, 1887, the complainants owning certain real property in the town of Eden, Hancock county, Maine, subject to a mortgage for three thousand dollars, and interest at six per cent. until paid, given August 3, 1886, to James Eddy, conveyed the said property to said company; and, as a part consideration...