Robbins Electric Co. v. Weber

Opinion by Mr. Justice McCollum, It seems to us that in the formation of the National Electric Company, Limited, there was a sufficient compliance with the act of June 2,1874, and its supplements. The capital of the company was $8,500 and divided into shares of $25.00 each. Two thousand nine hundred and ninety-eight dollars and forty cents of it was contributed in cash and the balance in personal property. The alleged defect in the formation of the company was in the schedule of the personalty. The plaintiff claimed that the schedule was not sufficiently specific to satisfy the requirements of the supplementary act of May 1, 1876. It was attached to and made part of the statement required by the act of 1874 and was so recorded. It consisted of a hundred and [645] fifty-one items, the integrity and valuation of which were not questioned, and they afforded, we think, a sufficient identification and description of the property contributed. The plaintiff cites and relies on Maloney v. Bruce, 94 Pa. 249; Van Horn v. Corcoran, 127 Pa. 255, and Gearing v. Carroll, 151 Pa. 79, as supporting his contention that the schedule was defective. But a reference to the schedules condemned in the cases cited shows that the condemnation of them does not necessarily or reasonably operate as a condemnation of the schedule in this ease. In no case in which the schedule was held insufficient to answer the purpose of the statute was there a specification of the property so complete, descriptive, and clear as in this. In Laflin & Rand Co. v. Steytler, 146 Pa. 434, our brother Mitchell, in discussing the statutory requirement as to schedule said, “ It is not intended, however, nor would it be practicable, in many cases where an existing business is the basis of the new firm, to require minute specification of details that may change from day to day. Certainty to a fair business intent is the safe, practical criterion.” This view appears to be reasonable and applicable to some of the items, at least, in the schedule complained of in this case as insufficient. In Cook v. Bailey, 146 Pa. 328, Chief Justice Paxson, speakiirg for this court on the same subject said : “ It was never intended that these acts should be used as a trap to catch persons who have honestly complied with their substantial requisites, and impale them upon a meaningless technicality.” That the defendants in forming the National Electric Company, Limited, honestly sought to comply with the statutes, and that their schedule of the items and value of the property contributed was elaborate and truthful is not denied, and that this schedule was sufficient to enable parties dealing with the company to readily ascertain the kind, amount and value of the property contributed to its capital we have no doubt. The names of the persons contributing the property and the amount contributed by each appear in the statement, and this in connection with the specification is a sufficient compliance with the provision of the statute in relation thereto. We think the learned court below erred in refusing the defendants’ third point. Judgment reversed.