Page:Federal Reporter, 1st Series, Volume 2.djvu/204

 CKANB V. PENNT. 197 �till the sixteenth of July witliout completing its business or recognizing Mrs. Penny's claim. The next day Mrs. Penny again consulted her attorney, and it was decided to sue the Company on the notes. The actions were commenced on the ninth or tenth of July, and service was made on Mr. Penny as secretary or treasurer, and he did not disclose the fact to any other officer of the company till after the judgments were obtained. �At the adjourned annual meeting, although directly asked by those present if there were any suits against the company, he denied that there were any except one for a small amount for rent. This concealment of the pendency of the actions, considering his relation to the plaintiff, would, it seems to me, amount to such co-operation on the part of the corporation, which in this matter acted by and through him as its officer, as would satisfy the requirement of the bankrupt law, making Bomething more than passive non-resistance necessary. But there was not sufficient evidence either of the insolvency of the corporation, or of the intent to pref er on its part, or of knowledge of such intent, if it existed, on the part of Mrs. Penny. The evidence will not justify the conclusion that the corporation was in fact insolvent. None of the parties in interest seem to have understood or believed that it waa not able to go on with its business, or that it had not property enough to pay ail its creditors. When the fact that Mrs. Penny had got judgment was known, negotiations were immediately commenced for some amie able arrangement by which she could be secured and the business of the company continued. She proposed to take the property and assume ail the debts. This was found impracticable, because the officers other than Mr. Penny objected. The reason they gave was that the property was worth more than the debts, and it would be sacrifieing their entire stock. It is evident, however, that another reason was that it would throw the whole business and property into the hands of Mr. and Mrs. Penny, and ex- clude the other officers from the business. They were, some of them, hostile to Mr. Penny, and they were interested to teep the company alive and partly under their own control. ����