Close v. Noye (147 N.Y. 597, 1895)

Haight, J.

The American Bit Brace Company was a corporation organized under -the Manufacturing Act of 1848 and the amendments thereto, and commenced business on or about January 1,1888. Its capital stock was $50,000, divided into 500 shares of $100 each. $47,500 of the stock was paid in cash. The remaining $2,500 of the stock was not paid in, and no certificate has ever been filed showing full payment of the capital stock. In 1892 the corporation' became indebted to the plaintiff upon promissory notes in the sum of $10,000, upon which a judgment was entered in the Superior Court of Buffalo and an execution issued thereon against the property of the corporation, which has been returned unsatisfied. The defendant was the owner of sixteen shares of the capital stock of the corporation which was issued to him at various times between the first day of March, 1888, and the 8th day of March, 1889. This action was brought to recover of the defendant the indebtedness of the corporation to the amount of the stock held by him.

The Laws of 1848, chapter 40, section 10, provide that,