
    Andrews’s Appeal. [McClintock v. Bellevue Cemetery Co. et al.]
    In a creditor’s bill against an insolvent corporation, tbe master found that the final call for tbe unpaid stock, subscription was made about Nov. 1,1875, ■of wbicb notices were duly received by tbe subscribers, but it did not appear what were tbe terms of the resolution authorizing the call. The master found that interest should be computed from Nov. 1, 1875. An exception to the report alleged that the master erred in charging interest from Nov. 1,1875, or with any interest whatsoever from any date whatsoever. The court dismissed the exception and this was assigned as error. Held, not to be error.
    Nov. 6, 1888.
    Appeal, No. 238, Oct. T. 1888, to review a ■decree of C. P. No. 2, Allegheny Co., in equity, decreeing the payment of interest upon unpaid stock subscription, at April T. 1878, No. 546. Sterrett, J., absent.
    This was a creditor’s bill to compel the payment of unpaid capital stock. The bill set out the stockholders and shares of stock subscribed, alleged the insolvency of the corporation, and the issuance of an - execution upon a judgment held by plaintiff and the return of nullá bona, and that there was no real or personal property except the unpaid stock; and prayed, 1, for the appointment of a receiver to collect the unpaid balances on the stock and to apply the same to the payment of the debts; 2, the appointment oí a master to ascertain the balances due and payable by the stockholders ; 3, a decree against the stockholders to pay over the balances so ascertained; and, 4, general relief. II. S. Floyd, Esq., was appointed master, who reported, inter alia, as follows:
    “In the case of James Andrews it appears that he authorized William Hamilton, by letter, to subscribe for him two shares of the capital stock of said company. In his answer filed, he denies that he subscribed for said stock but does not say that he did not authorize anyone to make such subscription for him. Although the letter authorizing Mr. Hamilton to malee the subscription was not produced, the same being lost, the fact that Mr. Andrews paid these installments on said stock is sufficient, in the opinion of the master, to show that he authorized said subscription, and, by his payment on the same, ratified said subscription, and he therefore finds that the said James Andrews is liable for the balance due on said stock, with interest from the date of the last call for installments as aforesaid, viz., four thousand dollars with interest from November 1, 1875.”
    The supreme court, in Bell’s Appeal, 115 Pa. 88, in an opinion by Green, J., held that the legal liability existed but that no decree •could be made because an account had not been taken of debts, assets and unpaid capital stock of the corporation, and accordingly reversed the decree and referred the case back to the auditor to perfect the proceedings. The master, in his supplemental report, reported as follows:
    “ William H. Sterritt, the secretary of the defendant corporation, testified substantially that he was familiar with all the proceedings of the company from its organization; that he knew its obligations ; could state its indebtedness. He further testified that the corporation had never, in his opinion, been solvent at any time, and could not have paid its debts out of the property it owned. The entire assets of the company were its real estate and its unpaid stock balances; a small amount of personal property, which did not exceed $300, and which was sold prior to the filing of the bill, and realized about enough to pay costs; all of the parties against whom a recovery is sought had admitted to him the receipt of notice of the call for the unpaid stock.
    “ Mr. Sterritt states, and is corroborated by all the evidence in the case, that the entire unpaid capital of the corporation will not pay its debts and must, therefore, be called in, and that a large number of the stockholders are insolvent, so that, upon any theory of this case, the creditors, at best, cannot hope to receive more than a certain percentage of their just claims. . . .
    “ From the testimony of Mr. Sterritt, it appears that there had been successive calls from the organization of th.e company; and that a final call was made about November 1, 1875, for the unpaid stock subscription; that he sent notices to all the parties who had subscribed, including Thompson Bell, James Andrews, George Reiter and- Heath & Speer, and that all came in afterward and admitted having received notice of the call . . . and therefore finds that the defendants should pay interest on the several amounts owing by them from the date of said last call, viz., November 1, 1875.”
    The master then proceeded to enumerate the debts, assets and unpaid capital stock; and concluded:
    “ The master finds that the whole amount of the said unpaid capital stock of said company will be needed for the payment of the debts of said corporation. Also, that all of the calls for the unpaid capital stock were made from the year 1873 to the year 1875, and that interest should be charged on all of said unpaid capital stock from the first day of November, 1875, as hereinbefore set forth;' Also, that said corporation was' insolvent on the first day of NoVfeniber, 1875, and also from the date of its organization.
    “ The master recommends a decree adjudging all of the above named creditors to have valid and subsisting claims against said corporation as above set forth; that the entire amount of the unpaid capital stock of said corporation will be needed to pay said indebtedness, and that the defendants, against whom the former finding was made, be now decreed to pay as set forth in the former report of the master and that they be charged interest upon their unpaid subscriptions from the first day of November, 1875, as heretofore found.”
    The testimony of Sterritt, referred to in' the master’s report, was as follows, in the original hearing:
    ¥m. H. Sterritt, sworn : The installments due the cfemetery company were regularly called in at regular meetings of the board. I sent out written notices by mail to éach and every stockholder of each and every call. Q. Please state when the calls were made by the Board of Directors of the Bellevue Cemetery Company for unpaid installments of stock ? A. The second installment was called about June 1, 1871; the third about June 4, 1875 the fourth and fifth were called together, November 1,1875, these were the last two called.
    On Peb. 28, 1887, on the rehearing, the following testimony, inter alia, was taken :
    Wm. H. Sterritt, recalled, testified: The final call for installments on the stock subscription was made by the order of the directors sometime in November, 1875. This was a final call- for the entire balance subscribed. These had been called in successive installments since its organization in June, 1873, and I mean that the last installment was called in November, 1875, making the entire amount of the subscription. As secretary, I sent notices to all parties who had subscribed, including Thompson Bell, James Andrews, and others. All came in afterward and admitted to have received notice of the calls.
    The following exceptions were filed to the master’s report:
    
      “ 1. The master erred in charging the defendant with interest on the balance of stock subscription of $1,000, found by the master to be due and owing to the Cemetery Co., from Nov. 1,1875, or with any interest whatsoever from any date whatsoever.”
    “2. The master erred in charging the exceptant, James Andrews, or any of the defendants whom he found to be delinquent stock stibscribers to the stock of the Cemetery Co., with interest on the balance of their several stock subscriptions as to which they are found to be delinquent, from Nov. 1, 1875, or with any interest ■Whatsoever from any date whatsoever.”
    “ 3. The master erred in finding any amount to be due from the fexceptant, and in not finding, under the law and the evidence, foitt the exceptant was not liable fo the plaintiff.”
    The exceptions were dismissed by the court and a decree was' entered in accordance with the recommendation of the master.
    
      
      The assignments of error specified, 1-3, tbe action of tbe court in dismissing tbe exceptions, quoting tbem.
    
      Sidney F. Andrews, with him Marshalls & Imbrie, and W. S. Purviance, for appellants.
    A call may mean either “ tbe resolution that a call be made” or “its notification” or “the.time when it is payable.” Londonderry, etc., Ry. Co., 6 Eng. Ry. Cas, 1; Ambergate, etc. Ry. Co. v. Mitchell, 4 Ex. 540.
    Tbe evidence in this case is not sufficient to show tbe terms or conditions of the resolution authorizing the call, nor does it show when tbe call was payable. These are essential. Macon, etc., R. R. Co. v. Vason, 57 Ga. 314; Small v. Herkemir Manufacturing Co., 2 N. Y. 330; Hays v. Pittsburg & Steubenville R. R. Co., 38 Pa. 90; Lane’s Ap., 105 Pa. 49; Smith v. Ind. & Ill. Ry. Co., 12 Ind. 61; Ross v. Lafayette & Indianapolis Ry. Co., 6 Ind. 297.
    No counsel appeared for appellees.
    Jan. 7, 1889.
   Per Curiam,

Tbe liability of tbe defendants below for tlieir unpaid subscriptions to tbe capital stock was settled in Bell’s Ap., 115 Pa. 88. The present contention principally concerns appellant’s liability for interest. See first and second assignments of error. Tbe learned master has found that calls for the full amount of tbe stock were made by tbe company. He has charged tbe defendants with interest from tbe date when the last installment was due under the call. We see no error in this. Tbe matter of interest was left undecided in Bell’s Appeal, supra, for the reason that tbe master’s report did not find the necessary facts. His supplemental report, made in obedience to our order, has fully supplied this defect, and the charge of interest is sustained.

Tbe third assignment raises a mixed question of law and fact. Tbe question of law has already been passed upon by this court, and tbe master has found tbe question of fact against the appellant. ¥e see no reason to disturb his finding.

Tbe decree is affirmed and tbe appeal dismissed at the cost of tbe appellant. A. B. W.  