Pullman v. Upton

Decision Date01 October 1877
PartiesPULLMAN v. UPTON
CourtU.S. Supreme Court

ERROR to the Circuit Court of the United States for the Northern District of Illinois.

This was assumpsit by Clark W. Upton, assignee in bankruptcy of the Great Western Insurance Company, against Albert B. Pullman, a stockholder in said company, to recover the balance remaining unpaid upon his stock.

The capital stock of the company was originally $100,000, and it was, Aug. 22, 1870, by the alleged consent and action of the stockholders, increased to $5,000,000. The company sustained heavy losses by the fire at Chicago, on the 8th and 9th of October, 1871; and it was duly adjudicated a bankrupt Feb. 6, 1872, and Upton was appointed its assignee. The court in which the proceedings in bankruptcy were pending, ordered, July 7, 1872, that the entire amount unpaid on the capital stock of the company be paid to the assignee, on or before the 15th of August then next ensuing; and that, in default of payment, the assignee proceed to collect the same. Conformably to the directions of the court, notice of this order was given to the stockholders.

One Myers owned twenty-five shares of the stock, of $100 each, whereon twenty per cent had been paid; and, being indebted to Pullman, assigned them to him, in the summer of 1871, as collateral security. Pullman, on the 7th of the following October, caused them to be transferred to him on the books of the company; and he then surrendered the old certificate, and took a new one for the same number of shares.

On the trial, Upton offered, and the court admitted in evidence, certain papers; to the admission of which Pullman objected, on the ground that each of them was immaterial. The court having admitted said order directing the payment of the balance due upon the stock, Pullman offered to prove that a less assessment would have sufficed to cover the losses of the company. To the rejection of said offer, and to the overruling his objection to each paper so admitted, he in due time excepted. Judgment having been rendered against him by the District Court, which was affirmed in the Circuit Court, he sued out this writ, and assigns for error the rulings of the District Court, upon his objection to the offered evidence, as follows:——

The District Court erred in admitting in evidence (1) the pamphlet copy of the charter of said company; (2) the certified copy of the proceedings for increase of the capital stock of said company; (3) the certified copy of the amended charter of said company, and the certified copy of the report of said company, dated December, 1870, and the license of said company to do business, and the auditor's report of the examination of the affairs of said company; (4) the order of said District Court, in bankruptcy, making an assessment on the stock of said company; (5) the notice to Pullman of said assessment.

Mr. H. S. Monroe for the plaintiff in error.

Mr. L. H. Boutell, contra.

MR. JUSTICE STRONG delivered the opinion of the court.

The evidence to which the defendant below objected, and to the admission of which he took exception, was quite unimportant. Its object was to prove the existence of the corporation and the increase of the corporate stock. But the existence of the corporation was admitted by the defendant's plea of non assumpsit; and whether the corporate stock had been properly increased was a question the State only could raise. It is well settled, that, in a suit by a corporation, a plea of the general issue admits the competency of the plaintiff to sue as such. The Society for the Propagation of the Gospel, &c. v. The Town of Pawlet, 4 Pet. 480. The first three assignments of error may, therefore, be dismissed without further consideration.

That the fourth and fifth assignments are without merit plainly appears in the report of Sanger v. Upton (91 U. S. 56), where a similar order and notice to the stockholders was held not merely sufficient, but conclusive as to the right of the assignee to bring suit to enforce the payment of unpaid balances due for the corporate stock.

The only question...

To continue reading

Request your trial
101 cases
  • Kardo Co. v. Adams
    • United States
    • United States Courts of Appeals. United States Court of Appeals (6th Circuit)
    • February 18, 1916
    ...... inquiry, sua sponte, into the plaintiff's corporate. capacity when the defendant, by pleading to the merits, has. waived that question. Pullman v. Upton, 96 U.S. 328,. 329, 24 L.Ed. 818, decided October term, 1877, is directly to. the point. An assignee in bankruptcy of a corporation sued ......
  • Wilson v. St. Louis & S. F. Ry. Co.
    • United States
    • United States State Supreme Court of Missouri
    • December 22, 1891
    ...see Rev. St. 1879, c. 32, §§ 2354, 2363, 2364, 2370, 2391. The holder of the certificate is not the owner of the stock. Pullman v. Upton, 96 U. S. 328; Bank v. Case, 99 U. S. 631; Railway Co. v. Moss, 14 Beav. 64; Adderly v. Storm, 6 Hill, 624; Wheelock v. Kost, 77 Ill. 296; Miller v. Insur......
  • Palmer v. Bank of Zumbrota
    • United States
    • Supreme Court of Minnesota (US)
    • May 19, 1898
    ...... are estopped as against creditors of the corporation to set. up irregularities in the creation of their stock. Upton. v. Hansbrough, 3 Biss. 417; Gaff v. Flesher, 33. Oh. St. 107; Hickling v. Wilson, 104 Ill. 54;. Chubb v. Upton, 95 U.S. 665; Upton v. ... Barb. 202; McHose v. Wheeler, 45 Pa. St. 32;. Slocum v. Providence, 10 R.I. 112; Farnsworth v. Robbins, 36 Minn. 369; Pullman v. Upton, 96. U.S. 328. Such objections are available only on the part of. the state in a direct proceeding against the corporation. Elliott, ......
  • Gloninger v. Pittsb. & C. R. Co.
    • United States
    • United States State Supreme Court of Pennsylvania
    • January 5, 1891
    ......625;. Barr v. Railroad Co., 96 N.Y. 444; Peabody v. Flint, 6 Allen 52; Cook on Stockholders, § 662;. Morawetz on Corp., § 447. In Pullman Palace Car Co. v. Railway Co., 115 U.S. 587, and Porter v. Steel. Co., 120 U.S. 649, cited by the master as modifying the. doctrine of Rice's ... 286, 329; Columbia N. Bank's App., 16 W.N. 357; Kerr. v. Corry, 105 Pa. 282; Manhattan H. Co. v. Phalen, 128 Pa. 110; Chubb v. Upton, 95 U.S. 665; McHose v. Wheeler, 45 Pa. 32. The plaintiffs,. suing as stockholders, stand on the right of the corporation,. and cannot set up ......
  • Request a trial to view additional results

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT