Heard v. Poictorial Press
| Decision Date | 16 January 1903 |
| Parties | HEARD v. PICTORIAL PRESS et al. |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
OPINION TEXT STARTS HERE
Report from superior court, Suffolk county; John H. Hardy, Judge.
Action by one Heard, suing for himself and other creditors, against the Pictorial Press, a corporation, and others, to enforce a personal liability of certain of the corporation's officers. On report from superior court. Decree for the plaintiff.
Brandeis, Dunbar & Nutter, Edw. F. McClennen, and John G. Palfrey, for complainant.
Gaston, Snow & Saltonstall, for respondents Denny and Morgan.
The plaintiff has recovered a judgment against the defendant corporation, and the execution issued thereon has been returned unsatisfied. He now seeks to hold the other defendants under Pub. St. c. 106, § 60 (Rev. Laws, c. 110, § 58), which creates a liability on the part of certain officers of corporations ‘for signing any certificate which is required by law, knowing it to be false.’ The law requiring the certificate in this case is found in St. 1891, c. 341, §§ 1-5, St. 1895, c. 311, § 1, and St. 1897, c. 492 (Rev. Laws, c. 126, §§ 13, 14), which require that a foreign corporation doing business in this commonwealth shall annually ‘make and file in the office of the secretary of the commonwealth a certificate signed and sworn to by its president and treasurer and at least a majority of its directors, stating the amount of its capital stock as it then stands fixed by the corporation, the amount then paid in, and the assets and liabilities of the corporation, in such form as the commissioner of corporations shall require or approve.’ Acting under this statute, the commissioner of corporations required the form of certificate signed by the defendants in this case. It is designed to show the financial condition of the corporation, and it presents the assets of the corporation in one column, in four items, with a place to set the amount or valuation against each, and it shows the liabilities in the opposite column, of two items, one of which is ‘Capital stock, $121,550,’ and the other is, ‘Balance, Profit and Loss, $48.15.’ In the column of assets the last item is ‘Copyrights and privileges, $120,396.36,’ and the total footing of each column is $121,598.15. It is found that the fair market value of the copyrights and privileges did not exceed $10,000 at the time when the corporation acquired them, and that they were worth no more when the certificate was made. It is also found that all of the defendants who signed the certificate knew at the time that the fair value of this property did not exceed $10,000, althogh it was entered on the company's books at the value stated in the certificate.
The first question presented is whether this is a certificate required by law. It seems very plain that it is. The statute provides for a certificate showing the assets and liabilities of the corporation. It authorizes the commissioner of corporations to determine the form of the certificate, and he required the form that was used. This form, as well as the more general provision of the statute, calls for a statement of an amount or valuation against each of these items; otherwise the certificate would furnish no valuable information of the kind contemplated by the legislature. It does not call for an arbitrary misleading statement of a valuation which may have been entered upon the books of the corporation without any reference to the real value of the property. This certificate was required by law to be substantially in the form in which it was signed.
The next question is whether it is false. It purports...
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H.B. Humphrey Co. v. Pollack Roller Runner Sled Co.
...necessarily on opinion, a valuation honestly made as the basis of transfer would not render the directors liable. Heard v. Pictorial Press, 182 Mass. 530, 533, 65 N. E. 901;Craig v. Wade, 159 Cal. 172, 112 P. 891. That principle rightly was applied by the trial judge to the transfer to the ......
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Empire Laboratories Inc. v. Golden Distrib. Corp.
...Standard Yarn Co., 148 Mass. 226, 19 N. E. 220;Berkshire Coal & Grain Co. v. Wing, 261 Mass. 38, 158 N. E. 269. See Heard v. Pictorial Press, 182 Mass. 530, 65 N. E. 901;E. S. Parks Shellac Co. v. Harris, 237 Mass. 312, 129 N. E. 617. Decree affirmed with ...
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United Oil Co. v. Eager Transp. Co.
...teams' in the statements of assets and liabilities here in question were ‘material’ and, standing alone, ‘false.’ Heard v. Pictorial Press, 182 Mass. 530, 532, 65 N. E. 901. The question is whether they were made true by any other items in the statements, and this question must be answered ......
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