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WILLIAMS VS. THE SAVAGE MANUFACTURING CO. 453 corporation was limited to $160,000, but by a supplement, passed in 1825, ch. 169, it was enlarged to $800,000, a sum far exceeding the actually subscribed capital now or ever exist- ing. If, therefore, the shares of stock transferred by the com- plainant to the Company cannot be called back, why may not the defendant be required to issue new shares to the game amount, if that course should be deemed necessary to do jus- tice between the parties ? The amount of the capital would still be largely within the limits of the charter. I can see no objection to this course, provided the circumstances of the pre- sent case call for that kind of relief. Cases are abundant to show, that if a deed is executed under suspicious circumstances, or is merely constructively fraudu- lent, this Court may, and should, permit it to stand as a secu- rity and indemnity to the grantee. It is not to be set aside absolutely, as would be done if found to be fraudulent in fact; but this Court, unlike a Court of Law, which can take no mid- dle course, and must pronounce one way or the other upon the validity of the deed, may adopt the milder and more equitable course, and suffer it to stand, not as an absolute conveyance, but simply as a security for the sum really due. In this case it has been several times said, and is repeated, that there is no foundation whatever for the charge of fraud, in fact, against any of the parties to the transaction in question. But still, the judgment of the Court was, and that judgment has been approved by the Court of Appeals, that the settle* ment of June, 1844, by which the sum supposed to be due from the complainant to the defendant Was ascertained, was, in the contemplation of a Court of Equity, constructively fraudu- lent, and there can be no doubt that the transfer of the com- plainant's stock the defendant was made because-- and only because—of that supposed indebtedness. The agreement and transfer signed by the parties conclusively prove. this. A pur- chase and sale of this stock was not intended, but a transfer in payment of a supposed pre-existing debt. Assuming that the Court has the power to direct a re- transfer of this stock to the complainant, or to order new Vol. III—80 |
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Reports of Cases in the High Court of Chancery of Maryland 1846-1854
| Volume 200, Volume 3, Page 453 View pdf image (33K) |
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