WYOMISSING WOOLEN MANUFACTURING COMPANY VS. GRANT.
In a suit against a corporal! n books of original entry are evidence even though the charge is not made against the company by its correct name.
Stockholders of a manufacturing corporation are liable to creditors even though the latter gave time to the corporation
Error to Common Pleas of Berks County. No. 217, January Term, 1863.
The following extract shows the facts of tide case set forth in the Charge of the Court which was delivered by
Woodward, P. J.
This is an action of debt brought by the plaintiffs against a corporation chartered under the general manufacturing lawrs of April 7, 1849, P Laws 568 ; April 20th, 1853, P Laws 637: and March - 27th, 1854. P. Laws 215; and against five stockholders. Their charter was recorded on March 10, 1854, before the passage of the Act of March 27, 1854 ; but the rights of the parties are controlled by the second section of that Act which limited the liability of stockholders in their individual *29capacities to “debts due to miners, quarrymen, and other laborers employed by such companies and for machinery, provisions, merchandise, country produce, and materials furnished for said companies respectively. In order to recover in this, case, the debt must be embraced in the terms of the limitation. There is no conflict of evidence on the question that the individual defendants were stockholders at the time the goods' were sold.
The books of original entries offered in evidence by the plaintiffs, show charges made against “Wyomissing W Mill” “Wyomissing Woolen Co.” “Wyomissing Co,” and “Wyomissing W. Co.” In this connection the plaintiffs have-shown the accounts kept by the Company with them from the books kept by the mill and allege that the credits to them appearing upon those books embrace the entire amount of their claim, and upon this question of the sale and delivery of the goods charged, the account books of the parties are submitted to you. On July 8th, 1857, plaintiffs received from the company, a note at six months for $965.30 and gave a receipt in full. This note was protested at maturity; and two drafts were afterwards given; which were not paid. The legal rule is that the mere acceptance by a creditor of a note for the amount of a book account would not of itself discharge the liability of a debtor upon the book account. But while this is true, the presumption of law may be rebutted by clear proof. A transaction of this kind is to be governed by what the jury may find to Save been the intention of the parties. The new security becomes a satisfaction of the former one if it clearly appears that the parties designed it to have that effect. If the jury believe the new securities vere received in satisfaction of the old cl-aim, there can be no-recovery» in this case which is brought upon the book account.
On Feb’y 3,1862, a verdict was rendered against defendants for §2176.37.
Defendants’ third point was as follows : If the jury believe that time was given to the Wyomissing Woolen Manufacturing Company” bj^ the plaintiffs for the payment of the account *30in suit; then the plaintiffs cannot recover against said defendants sued as stockholders. The Court declined to affirm it.
The defendants then took a writ of error complaining of the charge of the Court and answer to points and to admissions of evidence.
Charles Davis, John Banks, and H. W. Smith, Esqs., cited,
Seltzer vs. Coleman, 32 Pa. 493; Hart vs. Boller, 15 S. & R 162; Slaymaker vs. Gundacker, 10 S. & R. 82; Okie vs. Spencer, 2 Wh. 253; Watts vs. Willing, 2 Dall. 100; U. S. vs. Simpson. 3 Penrose vs. Watts 441.
B. F. Boyer and J. S. Richards, Esq. Contra.,
cited McIntyre vs. Kennedy, 29 Pa. 448; Patterson vs. Wyomissing Co., 40 Pa. 117; Moss vs. Oakley, 2 Hill 265; Allen vs. Sewal, 2 Wend 327; Bailey vs. Bancker, 3 Hill 188.
The Supreme Court affirmed the judgment of the Common Pleas, on March 16, 1863, in the following opinion*: per
Lowrie, C. J.,
We do not at all appreciate the difficulties that the counsel for the plaintiff in error have in assenting to our interpretation put upon the general manufacturing laws in the case of Patterson against this company.' We said there that the act of April 20, 1853, P. Laws 637; was very express in declaring that all the stockholders shall be jointly and severally liable for all debts of the company and anybody can see this who reads the law. The act of March 27th,' 1854. P. Laws, 215 ; shows the same thought in confining this liability to certain specified class of debts. We need hardly say more about this ; yet it is quite apparent that even the original act of April 7, 1847, P. Laws 563 ; was at first' framed so as to secure this degree of liability, and was rather bunglingly altered on its passage through the Legislature, so as to limit the personal liability to the amouut of unpaid stock, a liability which would have existed without such a provision. Thus that Act makes the stockholders “jointly” liable for debts; which is inconsistent with the merely several liability which- exists for unpaid stock, and which is uselessly provided for in the next clause of the sentence. And section 9 of the Act is founded entirely on the same thought; for it is quite absurd to allow to *31a stockholder who lias paid only his own stock subrogation against the company and the other stockholders, for any debts he may have been compelled to pay by paying up his stock. We cannot therefore avoid feeling very clear in our conviction, that the law means as we have already declared.
When we were endeavoring to work out a new remedy not formulated by the Act of Assembly, we sought an approximate analogy to work by, and followed it as closely as was practicable, mutatis mutandis. But analogy never means identity, and therefore we did not mean that the law makes the stockholders guarantors when we used the remedy against guarantors as an analogy to aid us in formulating a remedy against stockholders. If the two relations had been identical there would have been no need of a new form. All the points therefore that are founded on the assumption of their identity, are thus left without support and all the other points made by the defendant below seem to us to have been properly disposed of in the charge of learned Judge who tried the cause.
We see no error in the decisions made on questions of evidence and none of them seem to be of such general importance as to need any special discussion here.
Judgment Affirmed.