In re Globe Ref. Co., Ltd.

• Court: United States State Supreme Court of Pennsylvania
• Writing for the Court: WILLIAMS, J.
• Citation: 161 Pa.St. 558,25 A. 128
• Decision Date: 31 October 1892
• Parties: In re GLOBE REFINING CO., Limited. Appeal of SIMCOX.

25 A. 128
161 Pa.St. 558

In re GLOBE REFINING CO., Limited.
Appeal of SIMCOX.

Supreme Court of Pennsylvania.

Oct. 31, 1892.

Appeal from court of common pleas, Venango county; Charles E. Taylor, Judge. In the matter of the assignment of the

25 A. 129

Globe Refining Company, Limited, for benefit of creditors. From a decree confirming the distribution of assets made by an auditor, Shedrick Simcox, one of the share holders and a creditor, appeals. Reversed.

James D. Hancock and Carl 1. Heydrick, for appellant.

W. D. Doyle, Dunn & Carmichael, R. F. Glenn, McCalmont & Osborne, J. H. Osmer, Mackey, Forbes & Hughes, T. J. McKean, and H. D. Hancock, for appellees.

WILLIAMS, J. The Glohe Refining Company, Limited, was organized on the 9th day of September, 1887, under the provisions of the act of June 2, 1874, and its supplements. It entered at once upon the business for which it was organized, and continued to carry it on as a joint-stock association until February, 1890, when it failed, and made a general assignment for the benefit of its creditors. The assignee converted the assets into money, and filed his account. An auditor was then appointed to distribute the fund. His report was confirmed by the court below, and this appeal is from the decree of distribution so made. There is, therefore, no doubt about the character of the fund; the question is one of distribution only. Among the claimants was the appellant, to whom the company was indebted for a part of the purchase money of the property used and occupied by it, and for a loan, the bona Odes of which was not questioned. The auditor excluded him from the fund, holding that the joint-stock association had been dissolved, as matter of law, on the day on which it was organized, and that its members had been thereby made liable to creditors as general partners. This conclusion rests on a finding "that there has not been, by the members of this association, even a substantial compliance with the act of June, 1874." This finding is a conclusion of law drawn from the fact that after the organization of the company, and on the same day, "C. D. Gay. lord, one of the three parties to the statement, transferred all his shares to Lucetta Gaylord on the same day that he signed the statement," and that she was never elected a member of the association. The statement was properly signed and acknowledged by the requisite number of persons. The shares were paid for in full. The instrument was recorded, The...