
    McCullough’s Appeal. [McClintock v. Bellevue Cemetery Co., et al.]
    _ A bill in equity charged a party defendant with owing $4000 on his subscription to the stock of a corporation. The hooks of the company credited him with $3000 on “ bond account.” The company was insolvent at the date of the entry of the credit for the bonds, but there was no evidence that the defendant or the directors knew this fact, and the company at the time was doing business. Held, that, in the absence of evidence explaining the credit or showing its invalidity, the credit should not be disallowed.
    In the above case, the action of the court below in disallowing a motion to amend the bill after final decree, so as to charge the defendant with owing $7000, instead of $4000, was held not to be error.
    Nov. 6, 1888.
    Appeal, No. 170, Oct. T. 1888, of Welty McCullough,. Receiver of the Bellevue Cemetery Co., to review a decree of C. P. No. 2 Allegheny Co., in equity, to compel the payment of unpaid subscriptions to stock, by Irene A. McOlintock against the Bellevue Cemetery Co., of Allegheny Co., James Andrews; Thompson Bell and others, at April T. 1878, No. 546. Sterrbtt, J., absent.
    Further facts appear in Bell’s Appeal, 115 Pa. 88, and Andrews’s Appeal, above, page 126.
    The case was referred to H. S. Floyd, Esq., as master, who reported that there was due by Thompson Bell $4000 for balance of unpaid subscriptions to stock, and that the corporation was insolvent from its organization. The master’s report on this subject was as follows:
    “ It was contended by Mr. Purviance, attorney for Heath & Speer, defendants and creditors in said case, that the amount found as due by Thompson Bell on his capital stock is incorrect, and should be $7,000 instead of $4,000, for the reason that the entry of credit of May 23, 1876, ‘ Bond account, $3,000,’ in the stock ledger of said company, the same being offered in evidence, was not a proper credit and should not be allowed as such. This account, as it appears from the exhibit, is as follows:
    “stock ledger.
    “ SHOWING ACCOUNT OP THOMPSON BELL.
    “1873. Dr. 1873.
    “ June 28, to five shares capital stock, June 28, by cash, 1st inst. $25,000.00 June 28, Jas. G. C. Lee, $5,000.00 12,000.00
    1874. June 29, cash, 1,000.00
    1876. May 23, bond account, 3,000.00
    
      
      “ There being no evidence before the master explaining said credit or showing its invalidity, he is of opinion that the amount as found by him, viz., $1,000, is correct.”
    The following exceptions, inter alia, were filed to the master’s report:
    
      “2. The master should have found that the balance of the original stock subscription of Thompson Bell of $25,000, yet unpaid, was and is $7,000, and not $1,000 as the master has found, and the master has erred in not so finding.”
    “ 3. The master, after having found that the Bellevue Cemetery Co. was never solvent, but was insolvent from its organization, should have disallowed the credit claimed by the estate of Thompson Bell by way of payment or set-off under date of May 23, 1876, specified as ‘ bond account ’ of $3,000, and, disallowing the same, should have charged the estate of Thompson Bell with a balance of stock subscription of $7,000 instead of $1,000, and in not so disallowing said claim credit of $3,000, and charging the estate of Thompson Bell with a balance of $7,000 instead of $1,000, the master has erred.”
    The court below overruled the exceptions and entered a decree against Bell for $1,000 with interest from Nov. 1, 1875. On October 22, 1887, after final decree was entered, the complainant moved to amend the bill so as to charge Thompson Bell with $7000. The -court refused to allow the amendment.
    McCullough, the Receiver of the Cemetery Company, took this appeal.
    
      The assignments of error specified, 1-2, the action of the court in overruling complainant’s exceptions, quoting them; 3, the decree against Bell for $1,000 with interest, quoting it, instead of $7,000, with interest; and, 1, the refusal of the court to permit the amendment of the bill, quoting the motion and the order.
    
      C. C. Dickey and W. S. Purviance for appellant.
    The master erred in allowing Bell credit for the $3,000 : 1. Because it was not a credit for cash but for a bond, and the stock subscription called for cash. 2. Because the entry was indefinite and vague as to date, and the burden of explaining it was on the party claiming the benefit of it. 3. The corporation being insolvent, Bell could not pay his debt to the corporation by the corporation’s debt to him. Lane’s Ap.,105 Pa. 49; Hays v. Lycoming Fire Ins. Co., 98 Pa. 184; Same v. Same, 99 Pa. 621.
    The amendment should have been allowed. In Darlington’s Ap., 86 Pa. 523, this court held that when a bill in equity is incomplete, but has substance by which to amend, amendment will be allowed in the supreme court, if necessary.
    Jan. 7, 1889.
   Per Curiam,

This appeal is from the same decree as Andrew’s Appeal, just recorded. [Reported above, page 126.] The first and second assignments allege that the master erred in not charging Thompson Bell with the sum of $7,000 as the balance of his subscription unpaid, instead of with the sum of $4,000. The third assignment alleges error in the decree of the court based upon this finding of the master. We have nothing before us which would justify us in reversing the master upon this point. The supplemental bill by which Bell was made a party defendant charged him with owing $4,000 on his subscription. The books of the Company credit him with $3,000 on “bond account,” and if the fact be that the corporation was insolvent from the first, yet it was doing business, and there is nothing to show that Bell or the board of directors knew of the insolvency. It may be that Bell should be charged with the whole of the $4,000, but it has not been made clear. The motion to amend the biü after final decree was properly disallowed.

Decree affirmed and appeal dismissed at the cost of the appellant.  