The herald., 1896-03-14

pose to use more than their just proportion
of the water of the stream.
On these findings judgment was entered
in favor of defendants. A portion OF these
findings is attacked as unsupported by the
evidence, but we think the evidence fully
justifles them in the particular in which
they are so attacked. The only question
is whether the findings support the judg-
nient.
In lengthy review of the facts Justice
Van Fleet afIirms the Judgment and order
of the lower court, Justices Harrison and
Garroute cOncurring.
The action of the National Carriage Man
ufacturing company vs.. the Story q lsham
Commercial company and Adella =.
Story, was ono to recover from respond
ent the unpaid subscription upon stock
held by her in the corporate defendant. or
so much as was necessary to pay the judg-
ment of plaintiff against said corporation.
Respondent became owner OF 249S
shares of stock i'll January, 1SsS, the
shares being of tine par value of 500 per
share, and only SO per share had been
paid.
The plaintiff recovered judgment
against the corporate defendant in tebru-
ary, 1894, for $1464.52, and that there
was then due on the above stock S224,-
$50. Plaintiff asked that respondent be
compelled to pay into court sum suill-
cieut to pay it's judgment and costs.
Respondent in her answer denied most
of the material allegations, and particular
ly that since February 2G, 1891, she had
owned or held any of the company's stock,
she having assigned it to w. +. Williams.
That he had presented the certificate and
the transfer to the officers of the company,
but the corporation refused to allow a
transfer to be made, but retained the GER
tiflcate of stock and refused to return the
same TO Williams, thus converting the
same to its own use. Williams entered
suit to recover the value of the stock and
got judgment for Sl2,2lO, which has
never been appealed from or set aside.
The suit was complicated, and the su.
preme court in reviewing the case says that
both the assignor and assignee knew at the
! time of the transfer of the stock by Mrs.
Story that the corporation was utterly in
solvent and that all its assets had been as
signed to Mrs. Story herself, in consdera-
ton of her agreement to pay its debts.
Further, it expressly appears that Mrs.
Story understood that she was not trans
ferring any property, but was merely get
ting rid of a liability land she SO represented
to Williams at the time, and Williams
accepted it as favor to Mrs. Story, not for
the purpose of acquiring any property him
self, but out of pure friendship to Mrs.
Story. The transfer was not in good faith
if made after insolvency, simply with a
view to escape liability and when there was
no real sale of the stock. Such transfer
is colorable only.
A corporation, after insolvency, cannot,
by converting the stock of its shareholders,
relieve them of liability upon their stock,
and it matters not what the motive may be
which induced the act of conversion.
There being no conflict of evidence, the
court rules that the judgment does not
support the findings. and, therefore, the
order and judgment are reversed and q new
trial ordered.
The decision was written by Justice Tenn
pie and concurred in by Justices McFar-
land and Henshaw.