Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/814

 § 811.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. XX11. CHAPTER XVII. LEGAL RELATIONS AMONG THE CORPORATION. CREDITORS OF A Creditors who are also shareholders or officers, §§ 810, 811. Other creditors, § 812. When the corporation is insolvent, §813. Capacities of receiver. Mortgage trustee, § 814. Creditors having claims founded on the same instrument, § 815. Provisions in railroad mortgages, §816. Reorganizations, § 816a. §810. Mortgages covering property to be acquired. Contractors' liens, §§ 817, 818. Mortgages of separate portions of the railroad. Rolling stock, §819. Earnings, § 820. Appointment of receiver in fore- closure suit. Payment of current expenses, §§ 821, 822. Receivers' orders, §§ 823, 824, 824«. Statutory liability of shareholders. Priorities of creditors, §§ 825, 826. Creditors who are also share- holders or officers. The relationship of creditor may be occupied either by a person holding no other relationship towards the corporation, or by a shareholder, or by a director or other officer. If a person occupies towards the corporation a dual relationship, for the correct deter- mination of his rights and liabilities in respect to the corporate enterprise, his two relationships must be kept distinct. Indeed, the two relationships between a corporation and a person who is at once shareholder and creditor, or director and creditor, are so distinguishable that a person holding such double rela- tionship is, for many purposes, to be treated as two persons, and will not always be entitled to take advantage of being one person. 1 § 811. Thus, when a corporation is insolvent, a person oc- cupying the two relationships of shareholder and creditor, avIio is indebted as shareholder for calls, may not offset against 1 Nor can a person who is merely an ordinary debtor to a corporation, buy up claims against it at a discount after it has passed into the hands of a receiver, or become evidently in- solvent, and set them off at their 794 face against his liability to the cor- poration. Diven v. Phelps, 34 Barb. •224; Balch o. Wilson, 25 Minn. 299; Smith o. Mosby, 9 Heisk. (Tenn.)501; Lanier v. Gayoso Savings Institution, ib. 506.