Interest — Usury — Corporations — Limitation of action — Interlocking corporate directors — Alleged breach of fiduciary duty — Acts of May 5, 1983, P.L. 364, and May 28, 1858, P.L. 622.
In a proceeding in equity, in which it appeared that plaintiffs were P corporation and certain individuals who were the sole shareholders as well as officers and directors of P, and that defendants were W corporation and certain individuals who were officers and directors of W as well as directors of P; that plaintiffs averred that W loaned a specified sum of money to P, that P was overcharged for interest and service charges, and that this overcharge resulted in the unjust enrichment of W and constituted a violation of the individual defendants' duty as interlocking directors; and that the court below sustained defendants' preliminary objections, holding that (a) P, as a corporation, could not recover the alleged overcharge, under § 313 of the Business Corporation Law of May 5, 1933, P.L. 364, that (b) the action, considered as one to recover allegedly usurious interest, had been commenced beyond the statutory period prescribed by the Act of May 28, 1858, P.L. 622, § 2, and that (c), as to the individual defendants, there was no averment that they had made a profit and the averment with respect to their alleged breach of fiduciary obligation was too vague; it was Held that the order of the court below should be affirmed.
Argued March 17, 1959.
OPINION PER CURIAM, April 16, 1959:
The order of the court below, sustaining defendants' preliminary objections to complaint in equity, is affirmed at appellant's costs on the opinion of President Judge HAGAN of the Court of Common Pleas No. 7 of the County of Philadelphia, as reported in 16 Pa. D. C. 2d 505.