Foley v. Equitable Investment Co. the indebtedness of that partnership was assumed by the defendant corporation, the sum of nineteen thousand three hundred six and 73-100 ($19,306.73) dollars in excess of the legal rate of interest. It further appears that the defendant corporation has paid the plaintiff on the debt of the partnership, assumed by it, and on money borrowed by the defendant corporation from the plaintiff the sum of eight thousand eight hundred twenty-nine and 61-100 ($8,829.61) dollars in excess of the legal rate of interest, making in all twenty-eight thousand one hundred thirty-six and 34-100 ($28,136.34) dollars in excess of the legal rate of interest received by the plaintiff from the partnership and the defendant corporation on thirty-four thousand three hundred ($34,300) dollars for which the note in suit was given by the defendant corporation to the plaintiff. Under the provisions of the Act of May 28, 1858, Sec. 2, P. L. 622, 2nd Purdon 1888, the defendant corporation claims the right to exercise the option given to the borrower or debtor by that Act to retain and deduct such excess from the amount of the thirty-four thousand three hundred ($34,300) dollars, for which the note in this case was given, claiming that the whole amount of that debt is tainted with usury, and that Foley, the plaintiff, has been the recipient of the usury, and is therefore not an innocent party taking over an obligation tainted with usury, without knowledge thereof; and that the change of the partnership into the corporation does not prevent the latter from defending against the illegal interest paid by the partnership to the plaintiff. The plaintiff denies the right of the defendant corporation to set off the amount of interest in excess of six per cent paid by the partnership on the $26,000 debt assumed by it. There does not seem to be any doubt about the right of the defendant, the Equitable Investment Company, to retain and deduct from the amount of the $34,300 note in question the amount of interest paid by it in excess of the rate established by law, but we cannot assent to the proposition of the defendant that it can deduct from that note the amount of the excess interest paid by the partnership to the plaintiff, Foley, on the $26,000 debt assumed by the defendant corporation, as a part of the consideration of the transfer of the partnership business to it. The right of the parties to make a loan where the rate of interest contracted for exceeds that established by law seems to be recognized by the Act of May 28th, 1858, P. L. 652, above referred to. Selser and Bro., 141 Pa., 529. Nicholson's Appeal, 20 W. N. C., 339. If this debt had been assumed by a person wholly disconnected with and having no interest in the partnership or corporation in question, as it was by the defendant corporation, in our opinion it Foley v. Equitable Investment Co. could not be successfully maintained that such a person would have the right to set off the excessive interest paid by the partnership. It is decided in Little's Estate, 244 Pa., 368, that in an action on the principal debt claims to set off usurious interest alleged to have been paid cannot be asserted by a third person, who, after the alleged payment of such interest, assumed the principal debt for a valuable consideration with the consent of the creditors. In Macunzie Savings Bank vs. Hottenstein, 89 Pa., 328, it is held the rule that the vicious element in a usurious contract survives in all its transmutation applies only in cases in which the obligor or promissor remains the same. Gray Trust vs. American Union Telephone Company, 46 C. C., 87. A corporation is an artificial person, created by law as the representative of those persons, natural or artificial, who contribute to, or become holders of shares in the property entrusted to it for the common purpose. Bibb's Est., 157 Pa., 59. A corporation is an entity, and exists irrespective of the persons who own all its stock, and the fact that one person owns all the stock does not make him and the corporation one and the same person. The shares of the capital stock of the corporation are essentially distinct and different from the corporation property, and the owner of all the stock of the corporation does not own the corporate property or become the manager, or control it. Monongehela Bridge Co. vs. Pitts. & Birmingham Tract. Co., 196 Pa., 25. Macan vs. Scandinavian Belting Co., 264 Pa., 384. We can think of no reason why a corporation, being an artificial person, should be permitted to do what a natural person cannot do under like circumstances. We are therefore of the opinion that the defendant has no right to deduct the amount of excessive interest paid by the partnership to the plaintiff, Foley, on the $26,000 debt which the corporation assumed and agreed to pay for a valuable consideration. It may be conceded, as is decided in Campbell vs. Sloan, 62 Pa., 481, and cited by the learned counsel for the defendant, that the original taint of usury attaches to all successive securities, etc., growing out of the original transaction, and none of them, however remote, can be free from it if the descent can be traced. As said by Sharswood, J., in that case, "neither renewal of the old or substitution of a new security between the same parties can efface the usury, nor a further security, nor a guarantee of such subsequently by a stranger." In the case at bar, the contract is between differ"ent parties from the original. Nor does the case of Miller vs. Irwin, 85 Pa., 376, in our opinion, control this case. It was decided in that case, "in a suit Foley v. Equitable Investment Co. upon a note, the defendant in her affidavit of defence averred that the loan for which the note was given had been carried by her father for two years at ten per cent interest, and that the note signed by her was a renewal of one which was the last of a series given by him." The Court below entered judgment for the amount of the note, and only abated the excess of interest for the four months which defendant's note had to run. Held (reversing the Court below) that she had the right also to set up the excess of interest paid by her father against the plaintiff's claim." It thus appears that there was no change of the debtors in that case, it being the debt of the estate of the father, of whose will she was executrix, and not her individual debt. ORDER And now, Oct. 21, 1919, the prothonotary is directed to give notice to the parties or their attorneys, of this decision and if exceptions are not filed thereto within thirty days of service of such notice, judgment shall be entered by the prothonotary against the defendant the Equitable Investment Co. for the sum of $26,863.43 with interest from Oct. 20, 1919. FUEL OIL CO. V. CLARENDON REFINING CO. Pleadings-Act of 1915, P. L. 483-Statement of Claim— Striking off. A statement of claim must contain only facts, must be concise, divided into paragraphs, containing but one material allegation. There can be no arbitrary rule as to what constitutes a single material allegation, that, depending upon the circumstances arising under each state of facts. Although a paragraph contains a single material allegation, it may also contain such subordinate allegation as may modify, clarify or explain this. Motion to strike off plaintiff's statement, No. 46 September Term, 1919. C. P. Warren County. D. I. Ball, Esq., for Plaintiff. Earle MacDonald, Esq., for Defendant. HINCKLEY, P. J.-Suit was brought by the Fuel Oil Company, for use of P. C. C. & St. Louis Railroad Company against defendant, and, afterwards, a statement filed setting forth that the plaintiff was W. D. Hines, Director General of Railroads, operating the Pittsburgh, Cincinnati, Chicago & St. Louis Railroad, to use of the Fuel Oil Company, now to use of the Pittsburgh, Cincinnati, Chicago and St. Louis Railroad Company, and thereupon the defendant made this motion to strike off the statement, because the parties are not the same as are contained in the Praecipe and Summons, and for the further reason that the statement was not properly sworn to. At the same time, when foregoing motion to strike off was presented, the plaintiff made motion to amend the record, so that the parties plaintiff would correspond with the plaintiffs' statement. At a later date, the plaintiff made a further motion to amend by substituting a more formal affidavit to the plaintiff's statement. The defendant was clearly within its rights in moving to strike off the plaintiff's statement. The affidavit to the plaintiff's statement was insufficient, (see Corosu vs. Mining Company, 26 D. R., 379), and the statement itself was irregular and a nullity. But, if the plaintiff's amendments, if now allowed, could be deemed to cure the defects mentioned and resuscitate the statement, the defendant, by a later motion, has obtained a rule to strike off the statement, because it fails to 'conform to the provisions of the Practice Act of 1915, in that more than one material the statement, and the tenth paragraph contains a conclusion of Fuel Oil Co. v. Clarendon Refining Co. the statement, and the tenth paragraph contains a conclusion of law. We think the defendant's position in this respect is well taken, at least, as to some of the paragraphs named, more especially the third, fifth and tenth paragraphs. The Practice Act of 1915 aims to bring about simplicity in pleading, and in many ways accomplishes this; but this very simplicity imposes a higher measure of care in determining what may be included in pleadings, and there will often arise likely some difference of opinion in this respect, as indicated by the numerous cases already reported, Lutz vs. Wright, 28 D. R. 32, Zullinger vs. Grebe, 26 D. R. 483, Kohr vs. Fox Baking Company, 27 D. R. 609, Cauley vs. Bogash, 27 Dist. 828, are some of the cases where, upon non-compliance with the provisions of the Act of 1915, the statement was in each case struck off; while Hackney vs. Gorley, 25 D. R. 433, Gunning vs. Scranton R. R. Company, 26 D. R. 954, Fuller vs. Stewart Coal Company, 27 D. R. 512, and other cases discuss the provisions of the Practice Act. The cardinal rule to be followed is that the pleading shall contain only facts. The statement must be concise, divided into paragraphs, containing but one material allegation. If this last requirement is literally complied with, there is often danger that the statement be divided into innumerable paragraphs, and prolixity in this respect results instead of conciseness. There can be no arbitrary rule as to what constitutes a single material allegation. It depends upon the differing circumstances arising under each state of facts. The minutest possible subdivision into its last possible analysis of positive statement in a paragraph, we do not think is required, on the one hand, although, on the other hand, we must avoid the inclusion of two material or essential allegations in a single paragraph. A correct intermediate course must be pursued, and, although a paragraph contains a single material allegation, it also may contain, depending upon the circumstances, such subordinate allegation as may modify, clearify or explain this. The rule to strike off the statement filed is made absolute, without prejudice, and the plaintiff is permitted to file a new statement. |