New Haven Trust Co., Receiver v. Nelson

There are two questions presented by this appeal: (1) whether the court erred in overruling the demurrer to the compliant; and (2) whether it erred in sustaining the demurrer to the answer.

The first question must be answered in the negative. The defendant demurred to the complaint because it failed to show that he had ever subscribed for the stock in question, or had ever made himself responsible for it in any way to the corporation, or that the call in question had been legally made, and other facts of a like nature; but we think all these things were matters of defense, which the pleader was not obliged to anticipate in the complaint. As it stood, the complaint showed a good cause of action, and consequently the demurrer to it was properly overruled.

The second question must be answered in the affirmative, if the corporation could legally make the agreement set out in the third defense. According to that, it appears that after the time limited for payment under the call had elapsed, the defendant and the corporation, then a going concern, were in dispute over the amount of money due from him to it upon the stock in question. The defendant agreed to pay to it a sum of money, upon the express condition that such payment should be accepted by it in full payment and discharge of all its claims, actual or possible, against him, arising out of his purchase or ownership of said stock, and the corporation agreed to accept the money upon that condition; and thereupon the defendant paid the money and the corporation accepted it. So far as appears all this was done in entire good faith, in the settlement of a real dispute as to the amount due from the defendant. Both parties surrendered a part of their claims and entered into this new agreement, which was fully carried out on both sides. Under these circumstances, if the corporation were the plaintiff in this suit, the defense in question would be a complete bar; Potter v. Douglass, 44 Conn. 541; and we think it is equally so against the receiver, whether suing in the interest of creditors or not.

It is undoubtedly the well-settled general rule that a corporation cannot, as against its creditors, release a shareholder from his liability to pay for his shares in full; but it is equally well settled that the corporation, acting in good faith, has power to make a compromise like the one here in question, and that such compromise, when made and carried out, is good as a defense against the corporation, and its creditors also. 1 Cook on Stock Stockh. (3d ed.) § 171; 2 Thomp. on Pri. Corp. § 1553, and cases there cited. The defense here in question sets up a compromise, which is good even as against creditors, and upon demurrer it is a bar to the present action.

There is error, the judgment of the court below is set aside and the cause remanded to be proceeded with according to law.

In this opinion the other judges concurred.