Gregory v. German Bank of Denver
| Citation | 3 Colo. 332 |
| Case Date | April 01, 1877 |
| Court | Supreme Court of Colorado |
3 Colo. 332
GREGORY
v.
GERMAN BANK OF DENVER.
Supreme Court of Colorado
April, 1877
Appeal from District Court of Arapahoe County.
THE appellee had judgment in the court below, for $2,899.25, from which an appeal is prayed to this court. The case is sufficiently stated in the opinion.
Messrs. HUNT & MARKHAM, and BROWNE & PUTNAM, for appellant.
Messrs. SYMES & DECKER, for appellee. [3 Colo. 333]
THATCHER, C. J.
This is an action in assumpsit, brought by the German Bank of Denver, against Jacob Gregory, one of the trustees of the Colorado Brewing Company, a corporation organized under the laws of Colorado. It is founded upon an alleged infraction of section fifteen of chapter XVIII, entitled corporations (page 121, R. S. 1868), which enacts as follows: 'Every such company shall annually, within twenty days from the 1st day of January, make a report which shall be published in some newspaper published in the town, city or village, or if there be no newspaper published in said town, city or village, then in some newspaper published nearest the place where the business of said company is carried on, which shall state the amount of capital, and of the proportion actually paid in, and the amount of existing debts, which report shall be signed by the president and a majority of the trustees, and shall be verified by the oath of the president or secretary of said company, and filed in the office of the clerk of the county where the business of the company shall be carried on; and if any of said companies shall fail so to do, all the trustees of the company shall be jointly and severally liable for all the debts of the company then existing, and for all that shall be contracted before such report shall be made.'
This section is identical with section twelve, page 57, Laws of New York, 1848, which is still in force.
This statute is, we may say, self interpreting. Its language is unambiguous. The liability of the trustees arising from a failure to publish an annual report is in no way related to the loss that creditors of the company may sustain by reason of such violation of the statute. The joint and several liability attaches to the trustees, not because creditors of the company contracted with them, not because the corporation is insolvent, but because they neglected to perform a duty enjoined by law. It cannot be said that creditors of the company contracted with reference to any indemnity afforded by this section
Until the 20th day of January of each year, contracts are [3 Colo. 334] entered into with the corporation without regard to the possible failure of the trustees to publish their annual reports, and their consequent liability for the debts of the company. This statute is in its nature penal. It prescribes a determinate penalty for neglect of a duty, imposed by law, upon the trustees of companies organized under our general incorporation act. The amount of the forfeiture is measured by the aggregate debt contracted by the company. The...
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Lankford v. Menefee, Case Number: 3330
...the enforcement of a penalty." See Cook on Corporations, vol. 1, sec. 2; Breitung v. Lindauer, 37 Mich. 217; Gregory v. German Bank, 3 Colo. 332, 25 Am. Rep. 760; Fourth Nat. Bank v. Francklyn, 120 U.S. 747, 7 S. Ct. 757, 30 L. Ed. 825; Merchants' Ins. Co. v. Hill, 12 Mo. App. 148; Id.......
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Huntington v. Attrill, No. 33
...Co. v. Beecher, 97 N. Y. 651, 26 Hun, 48; Iron Co. v. Pierce, 4 Biss. 327; Breitung v. Lindauer, 37 Mich. 217, 230; Gregory v. Bank, 3 Colo. 332. But whether that is so, or whether, within the decision of this court in Hawthorne v. Calef, 2 Wall. 10, 23, such a repeal so affects the securit......
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Hazzard v. Alexander
...making trustees of a corporation liable for corporate debts upon failure to publish 173 A. 521 annual reports, Gregory v. German Bank, 3 Colo. 332, 25 Am. Rep. 760; to a right of action under a statute allowing actions for damages against a county, Cope v. Hampton County, 42 S. C. 17, 19 S.......
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Globe Publishing Company v. State Bank of Nebraska at Crete, 5538
...v. Baldwin, 80 N.Y. 610; Victory Webb Printing & Folding Machine Mfg. Co. v. Beecher, 97 N.Y. 651; Gregory v. German Bank of Denver, 3 Colo. 332; Breitung v. Lindauer, 37 Mich. 217; Yeaton v. United States, 5 Cranch [U.S.], 281, 3 L.Ed. 101; Norris v. Crocker, 13 HOW 429, 14 L.Ed. 210.)......
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Lankford v. Menefee, Case Number: 3330
...the enforcement of a penalty." See Cook on Corporations, vol. 1, sec. 2; Breitung v. Lindauer, 37 Mich. 217; Gregory v. German Bank, 3 Colo. 332, 25 Am. Rep. 760; Fourth Nat. Bank v. Francklyn, 120 U.S. 747, 7 S. Ct. 757, 30 L. Ed. 825; Merchants' Ins. Co. v. Hill, 12 Mo. App. 148; Id.......
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Huntington v. Attrill, No. 33
...Co. v. Beecher, 97 N. Y. 651, 26 Hun, 48; Iron Co. v. Pierce, 4 Biss. 327; Breitung v. Lindauer, 37 Mich. 217, 230; Gregory v. Bank, 3 Colo. 332. But whether that is so, or whether, within the decision of this court in Hawthorne v. Calef, 2 Wall. 10, 23, such a repeal so affects the securit......
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Hazzard v. Alexander
...making trustees of a corporation liable for corporate debts upon failure to publish 173 A. 521 annual reports, Gregory v. German Bank, 3 Colo. 332, 25 Am. Rep. 760; to a right of action under a statute allowing actions for damages against a county, Cope v. Hampton County, 42 S. C. 17, 19 S.......
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Globe Publishing Company v. State Bank of Nebraska at Crete, 5538
...v. Baldwin, 80 N.Y. 610; Victory Webb Printing & Folding Machine Mfg. Co. v. Beecher, 97 N.Y. 651; Gregory v. German Bank of Denver, 3 Colo. 332; Breitung v. Lindauer, 37 Mich. 217; Yeaton v. United States, 5 Cranch [U.S.], 281, 3 L.Ed. 101; Norris v. Crocker, 13 HOW 429, 14 L.Ed. 210.)......