Wing v. Charleroi Plate Glass Co.

• Decision Date: 18 January 1902
• Docket Number: 8.
• Citation: 112 F. 817
• Parties: WING et al. v. CHARLEROI PLATE GLASS CO. et al.
• Court: U.S. District Court — Western District of Pennsylvania

112 F. 817

WING et al. v. CHARLEROI PLATE GLASS CO. et al.

No. 8.

United States Circuit Court, W.D. Pennsylvania.

January 18, 1902

Geo. E Shaw and Knox & Reed, for complainants.

Boyd Crumrine, for respondents.

ACHESON Circuit Judge.

The purpose of the amended bill is to charge the defendants George W. Crouse and William D. Hartupee personally with the plaintiffs' judgment against the Charleroi Plate Glass Company. The answers are responsive to and in denial of all the averments of the amended bill upon which the plaintiffs' case rests. The only witnesses examined by the plaintiffs were the two named defendants, and their testimony sustains the answers. The amended bill does not allege that the Charleroi Plate Glass Company was insolvent at the time it sold its plant and other property to the Pittsburgh Plate Glass Company, or at the time when these defendants entered upon the service of receiving and applying the stock and bonds derived from the sale. The evidence does not show such insolvency. To the contrary, it satisfactorily appears that the company was then entirely solvent. The sale was voluntary, and made because deemed by the vendor company advantageous to it. It was the confident and reasonable belief of all its directors and stockholders that after payment of all its debts there would remain a large surplus of the consideration realized from the sale for distribution among the stockholders. In that expectation these defendants undertook the discharge of the duties of their appointment.

Their appointment was in this wise: At a meeting of the board of directors of the Charleroi Plate Glass Company held March 26 1895, the following resolution was adopted:

'Resolved, that the directors of this company recommend to its stockholders at their meeting to be held this day that a resolution be passed appointing George W. Crouse and William D. Hartupee as trustees to receive the shares of stock in the Charleroi Plate Glass Company held by each stockholder, and make the proper exchange for the same in the shares of the Pittsburgh Plate Glass Company.'

Accordingly, at a meeting of the stockholders of the Charleroi Plate Glass Company held the same day, the following resolution was adopted:

'Resolved, that the recommendation of the board of directors, suggesting that George W. Crouse and William D. Hartupee be appointed trustees for the transfer of stock, be approved by the stockholders, and that the stockholders of the company be instructed to place their holding of stock in the hands of said trustees, to be exchanged for their proportion of the shares of the capital stock of the Pittsburgh Plate Glass Company after the debts of the said Charleroi Plate Glass Company are paid, and that said trustees shall give each shareholder their trustees' receipt for all stock delivered to them of holdings in the Charleroi Plate Glass Company, and that each shareholder give proper receipt to said trustees for stock delivered to them of the Pittsburgh Plate Glass Company.'

At this same meeting of the stockholders the following resolution also was adopted:

'Resolved, that in view of the sale of the property and business of this company to the Pittsburgh Plate Glass Company, with the exception of its cash, book accounts, and bills receivable, that the president be, and he is hereby, authorized and empowered with full authority to close up the affairs of the company, and make proper distribution of the remaining assets by dividends to the stockholders of the company, and that he be authorized to employ such assistance as he may deem necessary in performing these duties.'

George W. Crouse was the president of the Charleroi Plate Glass Company, and William D. Hartupee was the secretary of the company.

At a meeting of the board of directors of the Charleroi Plate Glass Company held on June 6, 1895, the following resolution was adopted:

'Resolved, whereas, the stockholders and the directors of this company did heretofore appoint George W. Crouse and W. D. Hartupee trustees to act with reference to the exchange of the stock of this company for the stock of the Pittsburgh Plate Glass Company, deliverable to this company in payment of its property; and whereas, certificates representing the stock of the Pittsburgh Plate Glass Company have been issued and delivered in part, and the residue thereof is ready for issue and delivery upon performance of this company of certain requirements respecting title or incumbrances: Therefore resolved, that the officers of this company be, and they are hereby, authorized, empowered, and directed to transfer upon the books of the Pittsburgh Plate Glass Company to George W. Crouse and W. D. Hartupee, trustees for the Charleroi Plate Class Company, all the stock of the Pittsburgh Plate Glass Company due or coming to this company as aforesaid, with full authority to said trustees to assign and transfer the said stock to the various persons entitled thereto through or under this company, when and as said trustees shall see fit so to do; and said trustees, pending the liquidation of the company's affairs, are authorized to pledge said stock standing in their name to secure any indebtedness that exists or that may be hereafter created.'

Crouse and Hartupee acted under the above-quoted several resolutions adopted by the board of directors and the meeting of stockholders of the Charleroi Plate Glass Company.

By the terms of the agreement of sale between the two plate glass companies, the amount of stock and bonds of the Pittsburgh Plate Glass Company deliverable to the Charleroi Plate Glass Company was as follows, namely: Of stock, $580,000 (par value); of bonds,...