Armstrong

Defendants appeal from a judgment rendered against them in an action wherein they were charged with liability as stockholders of a corporation.

It appears that the corporation of which defendants were stockholders was indebted to the plaintiff in approximately the sum of $90,000, and that said corporation, together with several other corporations, were being “merged” into a new corporation by a procedure which included the taking over by the new corporation of the assets of each of the old corporations and the assumption by the new corporation of the liabilities of each of the old corporations; to be followed by an issuance of a certificate of stock by the new corporation to each of the old corporations in proper proportionate amounts. The plan of consolidation also included the purchase for cash of additional stock in the new corporation by each of the old corporations. To that end, the corporation of which the defendants were stockholders made arrangements with the plaintiff to borrow money from it with which to purchase stock in the new corporation amounting to the sum of $68,000. In the late afternoon of the same day on which the $68,000 was paid by the plaintiff on behalf of…