134 U.S. 515 (1890), Hill v. Merchants' Mut. Ins. Co.

Citation:134 U.S. 515, 10 S.Ct. 589, 33 L.Ed. 994
Party Name:HILL v. MERCHANTS' MUT. INS. CO. [1]
Case Date:March 31, 1890
Court:United States Supreme Court
 
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Page 515

134 U.S. 515 (1890)

10 S.Ct. 589, 33 L.Ed. 994

HILL

v.

MERCHANTS' MUT. INS. CO. 1

United States Supreme Court.

March 31, 1890

In error to the supreme court of the state of Missouri.

This writ of error brings up for re-examination a judgment of the supreme court of Missouri, and presents the question whether a certain statute, to which that judgment gave effect, impaired the obligation of a contract arising out of a subscription by Britton A. Hill to the stock of an insurance company created by the laws of Missouri.

By the second section of an act of the Missouri legislature, approved March 3, 1857, creating the Washington Insurance Company, it was provided, in reference to subscriptions to its stock, that 'at the time of subscribing there shall be paid on each share one dollar, and nine dollars more within twenty days after the first election of directors. If any stockholder fails to make such payment, such stockholder shall forfeit the amount paid on such stock at the time of subscribing. The balance due on each share shall be subject to the call of the directors, and the said company shall not be authorized to make any [10 S.Ct. 590] policy or contract of insurance until the whole amount of shares subsribed shall be actually paid in, or secured to be paid on demand by approved notes or mortgages on real estate." The same act contained the following provisions: "This act shall be, and the same is hereby declared, a public act, and the same is hereby declared, a public act, and the same shall be deemed and construed as such; and the corporation established by this act shall be, and the same is hereby exempted from the operation of sections seven, thirteen, fourteen, fifteen, sixteen, and eighteen of article first of the act entitled "An act concerning corporations," approved November 23, 1855; and said sections shall be deemed as repealed, so far as the same concerns the corporation hereby established."

Sections 7, 13, 14, 15 ,16, and 18 of the above act of 1855, from the operation of which the Washington Insurance Company was thus exempted, are as follows:

'Sec. 7. The charter of every corporation that shall hereafter be granted by the legislature shall be subject to alteration, suspension, and repeal, in the discretion of the legislature.'

'Sec. 13. In all corporations hereafter created by the legislature, unless other wise specified in their charter, in case of deficiency of corporate property, or estate liable to execution, the individual property, rights, and credits of every member of the copartnership, or body politic, having a share or shares therein, shall be liable to be taken on execution, to an additional amount, equal to that of the amount of his stock, and no more, for all debts of the corporation contracted during his ownership of such stock; and such liability shall continue, notwithstanding any subsequent transfer of such stock, for the term of one year after the record of the transfer thereof on the books of the corporation, and for the term of six months after judgment recovered against such corporation, in any suit commenced within the year aforesaid provided, thatin every such case the officer holding the execution shall first ascertain and certify upon such execution that he cannot find corporate property or estate.

'Sec. 14. In such case, the officer may cause the property of such stockholder to be levied upon by execution in the same manner as if the same were against him individually, after giving him forty-eight hours' previous notice of his intention, and the amount of the debt or deficiency, if he resides within the county, or, if not within the county, to his agent, if he have any within the county; otherwise to the clerk or cashier or some other officer of the corporation, unless such stockholder, his agent, or the clerk or other officer, on demand and notice as aforesaid, shall disclose and show to the execution creditor, or the said officer, corporate property, or estate subject to execution sufficient to satisfy said execution and all fees.

'Sec. 15. Such creditor, after demand and notice as mentioned in the preceding section, at his election, may have an action against any such...

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