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Sanger v. Upton, Assignee U.S. 56 (1875)

handle is hein.slavery/ussccases0465 and id is 1 raw text is: SANGER V. UPTON, ASSIGNEE. lent representations, the fraud can be relied on as a defence to a suit for the unpaid instalments, when suit is brought by the corporation; and that if the stockholder has in reasonable time repudiated the contract, and offered to rescind before the insolvency or bankruptcy of the corporation, the defence is valid against the assignee of the corporation. I also think there was evidence of such fraud in this case, and that the question of reasonable diligence in the offer to rescind was fairly put to the jury by the Circuit Court. SANGER V. UPTON, ASSIGNEE. t. Where, in a district court of the United States, a corporation was adjudged a bankrupt, an assignee appointed, and an order made that the balance unpaid upon the stock held by the several stockholders should be paid to him by a certain day, that notice of the order should be given by publica- tion in a newspaper or otherwise, and that in default of payment he should collect the amount due from each delinquent stockholder, and it appearing that he had given the notice required, and that the defendant below had failed to make payment pursuant to the order, - Held, that the order was conclusive as to the right of the assignee to bring suit to enforce such payment. 2. The court pronouncing the decree of bankruptcy had jurisdiction and author- ity to make the order; and it was not necessary that the stockholders should have received actual notice of the application therefor. In contemplation of law, they were before the court in all the proceedings touching the cor- poration of which they were members. 3. It was competent for the court to order payment of the unpaid stock sub- scriptions, as the directors, under the instructions of a majority of the stockholders might, before the decree in bankruptcy, have done. 4. The capital stock of an incorporated company is a fund set apart for the pay- ment of its debts. 5. As the company might have sued a stockholder for his unpaid subscription at law, the assignee succeeding to all its rights has the same remedy. 6. It appearing in evidence that two certificates of sto6k in blank as to the stock holder's name were issued and delivered to the plaintiff in error, that she bad paid to the company all that was then payable, and received a divi- dend, and that her name was placed upon the stock list, she was estopped from denying her ownership. ERROR to the Circuit Court of the United States for the Northern District of Illinois. This was an action of assumpsit, brought by Clark W. Upton, [Sup. ot.

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