Glenn v. Clabaugh

Alvey, C. J., delivered the opinion of the Court. This case is in all respects similar to the preceding- cases of Glenn, Trustee vs. Howard, and Glenn, Trustee vs. Savage, except that instead of the defence of final discharge of the defendants under the Bankrupt Law of the United States, as in those cases, we have here the defence that the defendant had duly obtained- a final discharge under the Insolvent Laws of this State, on the 15th of September, 1819, and that the alleged cause of action accrued ⁶⁷ before the filing of his petition. The plaintiff demurred to this plea, and the demurrer was overruled by the Court below, and judgment was entered for the defendant. The action being for a call upon stock, under the decree of the 14th of December, 1880, as set forth in the declaration, it would seem, upon reason and principle, that the same conclusion reached in the preceding cases should be maintained in this.

But the insolvent law of this State, under which the defendant was discharged, makes no special provision for the character of debts to be proved, or as to the mode of proving debts or claims against the insolvent estate. Nor does it provide, as in the bankrupt law, that the discharge shall only operate upon such debts as were proved, or were provable against the insolvent estate. But it provides in the most unqualified terms, that the discharge shall be “from all debts and contracts made before the filing of his petition, and he shall be released from all such debts and contracts, and such discharge and release shall embrace all cases where he is indorser or surety,” &c. These terms are certainly very comprehensive, and anything that falls within the definition of debt or contract, would seem to be embraced by them; and in view of the decisions of the Court in the cases of Berry vs. McLean, 11 Md., 92 , State, use of Buckey vs. Culler, 18 Md., 419 , and Reynolds vs. Mut.

Fire Ins. Co., 34 Md., 280 , and especially the two latter cases, it would seem to be doubtful whether a contract of the nature sued on in this case, is not embraced within the operation of a discharge under the’insolvent law of the State. But however this may be, it is very clear that the insolvent discharge can form no bar to the recovery in this case. Here the contract sued on was made with a corporation of the State of Virginia.

That corporation derived all its powers of existence, and its franchises, from that State, and there it had its principal office and seat ⁶⁸ of its governing body. The contract of subscription to its capital stock was to be performed there, as and when required by the president and directors of the company. The law of the State, and of the creation of the corporation itself, fixed the terms of the contract of subscription,