BROWN, C. J. Holland et al., vs. Brooks. We see no reason why this case should have been brought to this Court. It had been twice tried in the Court below. The jury on the first trial found for the plaintiff $250 00. The last jury, which is admitted by counsel for the plaintiff in error to have been a very intelligent one, found for the plaintiff $550 00. The Judge of the Superior Court refused to set aside the verdict and grant a new trial, and we have no fault to find with his ruling. There is evidence that the ditch cost plaintiff about $500 00, that up to the time of the obstruction put in the creek below by Holland, the ditch worked well, and there were no bad places in the bottom. The same witness, Henderson, says the last time he was there the ditch had filled up, caused by Holland's obstructing the old bed of the creek to make the water run in a ditch which he had cut. Again he says: "The water, before the obstruction, run rapidly from Brooks' ditch, after that it stood smoothly for fifty yards above the cross fence; at fair weather the water did not back to the top of Brooks' ditch, but only six or eight inches in the ditch. The water was raised eighteen to twenty inches at the obstruction to make it run into Holland's ditch." Witness Shropshire says the land is not now fit for cultivation, like field above, too wet from water thrown up; has seen obstructions at the end of Holland's ditch, thinks that makes the land wet; pretty smart fall before obstructions; the year he saw it thinks it would produce thirty-five bushels per acre. It was also in evidence that the creek has but little fall generally. It therefore appears, from this evidence, that the creek had but little fall; that plaintiff, at an expense of about $500 00, had ditched out and drained some twenty-five acres of bottom land, that would produce, say thirty-five bushels of corn per acre; that defendant built an obstruction across the creek, some distance below plaintiff's line, which raised the water eighteen to twenty inches; that prior to the obstruction it run off rapidly from plaintiff's ditch, but afterwards stood Holland et al., vs. Brooks. smoothly for fifty yards above the cross fence; and that the water backed six or eight inches in the ditch. Take all this evidence together, and we think it was sufficient to justify the finding of the jury, notwithstanding there was other conflicting or explanatory evidence. Every person at all familiar with such business, knows that a ditch on a sluggish stream, which has sufficient fall to run off and keep open, and even deepen itself, when unobstructed, will fill up by degrees, if it is so obstructed, as to cause the water to flow back six or eight inches deep in the ditch, and "stand smoothly," and that bottom lands, which may have beendrained by it, will, in a few years, again become too wet for cultivation. We think that about the true history of this case, and we have no doubt the two juries who tried it, being composed of plain practical men, as we suppose, were of the same opinion. It was insisted, however, in the argument, that the damages were excessive, if any were proved. We are not able to say so, in opposition to the finding. The jury may have estimated the cost of the ditch, and the damage to it, as well as the loss or diminution of the crops from this cause, from the time the obstruction commenced till the commencement of the action, together with the damage to the land, and may have arrived at the present verdict. We do not say that a different finding would not have been justified by other parts of the evidence. We only say the evidence which was in conflict justified the finding, and that the jury, whose province it was to find the facts, had ample evidence before them to sustain the verdict. 2. There was no complaint that any rule of law was violated by any instruction given by the Judge to the jury on the trial. The whole case rested here upon the alleged insufficiency of the evidence to support the verdict. We have announced the rule, over and over again, that this Court will not, in such case, set aside the verdict when the evidence is in conflict, and there is sufficient evidence to sustain it. As the learned counsel in this case are familiar with the decisions of this Court, we are constrained to conclude that VOL. XL-7. Reid et al., vs. The Eatonton Manufacturing Co. et al. the case was brought here for delay only, and we feel it is our duty, in affirming this judgment, to award damages in favor of the plaintiff in the Court below against the defendants in that Court. Judgment affirmed, and ten per cent. damages awarded. ALEXANDER REID et al., plaintiffs in error, vs. the EATONTON MANUFACTURING COMPANY et al., defendants. 1. When neither the charter of a corporation, nor any general statute, imposes on the individual members thereof a liability to pay its debts, such liability can not be imposed by a by-law of the corporation. And the fact that the individual members of the corporation may have represented to the public that they were so liable, will not bind them as stockholders, nor will equity entertain a bill against them as stockholders, under such by-law, or on account of such representations. If they have incurred liabilities as individuals, disconnected with their corporate capacity, they should be proceeded against in their individual character and not in their capacity as stockholders. 2. When the charter of a manufacturing company, imposes no personal liability on the stockholders, the creditors trust the corporation, upon the faith of the capital stock, as the only means of re-payment. And they have no right, after the corporation is dissolved, or has become insolvent, by reason of the destruction of its property by an army during war, to call upon the stockholders to account for dividends made in good faith, in the regular transaction of the business of the company, from the incomes arising from the sale of articles produced by it, at a time when the company was prosperous, and its property, held as capital stock, was considered ample for the payment of all its indebtedness 3. If the parties who used the factory for one year, are due anything for rent to the corporation, a judgment creditor of the corporation has an ample remedy at law, and may reach it by process of garnishment. Personal Liability of Stockholders, etc. Equity. Before Judge ROBINSON. Putnam Superior Court. September Term, 1869. Alexander Reid et. al., as creditors of the Eatonton Manufacturing Company, by their bill made this case: In 1835 the General Assembly of Georgia incorporated said company, Reid et al., vs. The Eatonton Manufacturing Co. et al. as a cotton and wool factory, with the usual powers of a corporation. Under this charter, the company began business, with a capital of $50,000 00. In June, 1849, having made say $40,000 00 in profits, the capital stock was increased to $75,000 00 and distributed among the original stockholders pro rata. The stockholders, and their respective shares, are stated, as also the changes caused by deaths and transfers. The company had no capital except that invested in the factory and machinery, and depended upon borrowing money to do business. In order to gain credit, by certain stockholders, representing largely over half the stock, in June, 1849, it was resolved that loss or gain should be shared by the stockholders according to their stock and that the stock and private estate of each stockholder should be liable for the debts of the company, in proportion to the shares held by each. And after this resolution was passed, the stockholders held themselves out to the world as individually bound, as aforesaid. Upon this understanding it became habitual for the several members to stand the company's security; sometimes one and then another of them would do so. On such understanding, Adams, a stockholder, stood its security to Alexander Reid, and he and the company were sued and a judgment was had against them. Said Reid loaned the company money, sold them corn, provisions, cotton, etc., on credit, and in fact wholly sustained it. He would not have done so but for such personal liability, and of this he told them. The factory, etc., were destroyed by Sherman's army, in 1864. The company is dissolved and insolvent, owing say $60,000 00 and its corporate assets being worth not more than $10,000 00. Reid's said judgment amounts to $20,000 00. The Stay law, an indisposition to sacrifice the property, etc., prevented Reid from selling the property under said judgment. A sale by this and other judgments will disclose the exact amount of remaining indebtedness for which the individual stockholders must respond, and the pro rata share due from each. In 1861, when Reid ceased to credit the company and sued it, the company resolved to suspend operations and sell out Reid et al., vs. The Eatonton Manufacturing Co. et al. the corporate property, and did suspend till about the 30th of October,, when certain named stockholders formed a partnership for working the factory, under the name of the Putnam Manufacturing Company, and worked for one year. The rent of the corporate property, for that year, was worth $2,000 00, which the partnership never paid, though it made very large profits, say $100,000 00. On the 11th of September, 1862, stockholders of the corporation, representing a majority of the stock, when the corporation was insolvent and Reid's demand was in judgment, as they well knew, resolved to resume operations, taking the chances of working upon credit and did so work the factory till its said destruction. They declared monthly dividends, from sixty to one hundred per cent. upon the stock, during the first year, and paid these dividends to the stockholders, in disregard of Reid's superior claim. For the year ending the 18th of December, 1863, the nett dividends were $240,000 00 and the next year $250,000 00. How much of this each stockholder got is shown; said Adams got $4,000 00. Since said suspension, the President of the corporation has been running a grist and saw mill belonging to the corporation. Complainants claim said rent, said dividends, and the profits on the grist and saw mill are held by the stockholders in equity as a trust fund to pay the judgments. They prayed for a Receiver to take charge of the property, for a discovery of said rents, dividends and profits, and that when the quantum in each stockholder's hands was discovered, he should be held personally liable for his share of their indebtedness, etc. This bill was demurred to for want of equity, or if it contained equity, because complainants' remedy at law was complete, and because it was multifarious in that it prayed for relief upon distinct grounds. The Chancellor sustained the demurrer and dismissed the bill. That is assigned as error. WINGFIELD & CAPERS, for plaintiffs in error. THOMAS G. LAWSON, NESBITS & JACKSON, for defendant. |