Corley v. Cozart, No. 9521.

CourtUnited States Courts of Appeals. United States Court of Appeals (5th Circuit)
Writing for the CourtSIBLEY, HOLMES, and McCORD, Circuit
Citation115 F.2d 119
Docket NumberNo. 9521.
Decision Date30 October 1940
PartiesCORLEY v. COZART et al. In re J. P. CORLEY LUMBER CO., Inc.

115 F.2d 119 (1940)

CORLEY
v.
COZART et al.
In re J. P. CORLEY LUMBER CO., Inc.

No. 9521.

Circuit Court of Appeals, Fifth Circuit.

October 30, 1940.


115 F.2d 120

W. Edward Swinson, of Columbus, Ga., and J. R. Terrell, of Greenville, Ga., for appellant.

A. Edward Smith, of Columbus, Ga., M. F. Goldstein, of Atlanta, Ga., and John H. P. Norris, of Greenville, Ga., for appellees.

Before SIBLEY, HOLMES, and McCORD, Circuit Judges.

McCORD, Circuit Judge.

On December 12, 1938, an involuntary petition in bankruptcy was filed against J. P. Corley Lumber Company, Incorporated. This appeal is from a judgment of the District Court confirming an order of the Referee in Bankruptcy disallowing a secured claim filed by J. P. Corley.

The facts are stipulated and show that prior to April 27, 1937, the corporate stock of J. P. Corley Lumber Company, Inc., was owned as follows: J. P. Corley, president, 119 shares; S. S. Brown, vice-president, 80 shares; and J. F. Hatchett, attorney, 1 share. On April 27, 1937, S. S. Brown became the sole stockholder of the corporation. To secure the purchase price of the stock Brown executed a bill of sale to secure debt in favor of J. P. Corley. The bill of sale was signed by Brown individually and purported to convey all the personal property belonging to the corporation. The Corley Lumber Company did not join in the execution of the bill of sale and received no part of the consideration for the stock transaction between Brown and J. P. Corley. The corporation remained in possession of the property described in the bill of sale, and Brown, who as vice-president of the corporation had drawn a salary of $1,800 per year, immediately raised his salary to $6,000 per year.

The bill of sale was recorded on the mortgage records in the office of the Clerk of the Superior Court of Meriwether County, Georgia, and was indexed under the name of S. S. Brown. Within three months after Brown became the sole stockholder all the unsecured creditors of April 27, 1937, were paid in full, and this proceeding involves only the indebtedness of the corporation incurred subsequent to that date.

On May 1, 1937, Brown wrote a letter to certain creditors of the J. P. Corley Lumber Company advising them that, "In order to get this stock from Mr. Corley I had to mortgage the business to him for $27,000.00 payable $270.00 monthly." He further stated that he would cut his expenses to take care of the payments due. The appellant contends that creditors...

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18 practice notes
  • U.S. v. Fidelity Capital Corp., No. 87-8945
    • United States
    • United States Courts of Appeals. United States Court of Appeals (11th Circuit)
    • 10 Enero 1991
    ...and its shareholders and officers are separate, even if one person owns all of its shares and controls its actions. Corley v. Cozart, 115 F.2d 119, 121 (5th Cir.1940) (interpreting Georgia law); Amason v. Whitehead, 186 Ga.App. 320, 367 S.E.2d 107, 108 (1988); Raynor v. American States Ins.......
  • In re Bellucci, Bankruptcy No. 4-80-00213-G.
    • United States
    • United States Bankruptcy Courts. First Circuit. U.S. Bankruptcy Court — District of Massachusetts
    • 9 Noviembre 1982
    ...951, 75 S.Ct. 438, 99 L.Ed. 743 (1955); Columbia Gas & Electric Corp. v. United States, 153 F.2d 101 (6th Cir.1946); Corley v. Cozart, 115 F.2d 119 (5th Cir.1940); and In re Loewer's Gambrinus Brewery Co., 74 F.Supp. 909 (S.D.N.Y.1947), aff'd, 167 F.2d 318 Traditionally, it has been hel......
  • In re Goldberg, Bankruptcy No. 94-10885.
    • United States
    • United States Bankruptcy Courts. Fifth Circuit. U.S. Bankruptcy Court — Middle District of Louisiana
    • 1 Mayo 2002
    ...Miller v. Sulmeyer, 299 F.2d 102 (9th Cir.1962); City of New York v. Rassner, 127 F.2d 703, 707 (2d Cir.1942); Corley v. Cozart, 115 F.2d 119 (5th Cir.1940); General Motors Acceptance Corp. v. Coller (In re Thomas), 106 F.2d 584 (6th Cir.1939), cert. denied, 309 U.S. 682, 60 S.Ct. 723, 84 L......
  • Abramson v. Boedeker, No. 23127.
    • United States
    • United States Courts of Appeals. United States Court of Appeals (5th Circuit)
    • 15 Agosto 1967
    ...336 F.2d 670; In re Plonta, 6 Cir., 1962, 311 F. 2d 44; Levine v. Johnson, 5 Cir., 1961, 287 F.2d 623; Corley v. Cozart, 5 Cir., 1940, 115 F.2d 119. 17 Art. 260-1, § 6. "Whenever any person * * * shall in good faith take a protected assignment of any account or accounts, * * * all cred......
  • Request a trial to view additional results
18 cases
  • U.S. v. Fidelity Capital Corp., No. 87-8945
    • United States
    • United States Courts of Appeals. United States Court of Appeals (11th Circuit)
    • 10 Enero 1991
    ...and its shareholders and officers are separate, even if one person owns all of its shares and controls its actions. Corley v. Cozart, 115 F.2d 119, 121 (5th Cir.1940) (interpreting Georgia law); Amason v. Whitehead, 186 Ga.App. 320, 367 S.E.2d 107, 108 (1988); Raynor v. American States Ins.......
  • In re Bellucci, Bankruptcy No. 4-80-00213-G.
    • United States
    • United States Bankruptcy Courts. First Circuit. U.S. Bankruptcy Court — District of Massachusetts
    • 9 Noviembre 1982
    ...951, 75 S.Ct. 438, 99 L.Ed. 743 (1955); Columbia Gas & Electric Corp. v. United States, 153 F.2d 101 (6th Cir.1946); Corley v. Cozart, 115 F.2d 119 (5th Cir.1940); and In re Loewer's Gambrinus Brewery Co., 74 F.Supp. 909 (S.D.N.Y.1947), aff'd, 167 F.2d 318 Traditionally, it has been hel......
  • In re Goldberg, Bankruptcy No. 94-10885.
    • United States
    • United States Bankruptcy Courts. Fifth Circuit. U.S. Bankruptcy Court — Middle District of Louisiana
    • 1 Mayo 2002
    ...Miller v. Sulmeyer, 299 F.2d 102 (9th Cir.1962); City of New York v. Rassner, 127 F.2d 703, 707 (2d Cir.1942); Corley v. Cozart, 115 F.2d 119 (5th Cir.1940); General Motors Acceptance Corp. v. Coller (In re Thomas), 106 F.2d 584 (6th Cir.1939), cert. denied, 309 U.S. 682, 60 S.Ct. 723, 84 L......
  • Abramson v. Boedeker, No. 23127.
    • United States
    • United States Courts of Appeals. United States Court of Appeals (5th Circuit)
    • 15 Agosto 1967
    ...336 F.2d 670; In re Plonta, 6 Cir., 1962, 311 F. 2d 44; Levine v. Johnson, 5 Cir., 1961, 287 F.2d 623; Corley v. Cozart, 5 Cir., 1940, 115 F.2d 119. 17 Art. 260-1, § 6. "Whenever any person * * * shall in good faith take a protected assignment of any account or accounts, * * * all cred......
  • Request a trial to view additional results

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