Stebbins v. Edmands

This case was decided in February 1860.

Bigelow, J.

In order to charge the defendants in this action with the debts of the corporation under Rev. Sts. c. 38, § 28, it was necessary to show not only that the certificate made and signed by them, as directors, was false in some material representation, but also that the defendants knew it to be false. This is made essential to their liability by the express terms of the statute. It was not therefore sufficient to prove that the certificate did not contain the exact truth according to the strict legal interpretation of the statute. It must be made to appear that it was wilfully false, that is, made intentionally with a purpose to deceive. The scienter or guilty knowledge intended by the statute must be equivalent to mala fides in making the certificate. The statute is penal in its character and is to be strictly construed. Doubtless in many cases it would be competent and proper to infer bad faith and guilty knowledge from the fact that the statements or representations contained in the certificate were false. But no such inference can be made in the present case. It is admitted that the defendants, when they signed the certificate, believed the statements contained in it to be true. It cannot therefore be said that they knew it to be false.

Without determining the question whether, according to the trac interpretation of the statute on the facts in proof, the capital stock was ever paid in according to law, it is clear that the defendants are not shown to be liable for the debts of the corporation Judgment on the verdict.