99 Mass. 68 (Mass. 1868), Flint v. Pierce

• Citation: 99 Mass. 68
• Opinion Judge: Wells, J.
• Party Name: Samuel Flint v. James Pierce
• Attorney: D. S. Richardson, for the plaintiff. T. H. Sweetser & A. A. Prescott, for the defendant.
• Court: Supreme Judicial Court of Massachusetts

Page 68

99 Mass. 68 (Mass. 1868)

Samuel Flint

v.

James Pierce

Supreme Court of Massachusetts, Middlesex

January, 1868

Page 69

Contract against a stockholder of the Reading Agricultural and Mechanic Association for the amount of a balance due on a promissory note of the association made by its treasurer. The declaration alleged the individual liability of the defendant on the note by reason of his subscription of the following by-law of the association: "Article 10. The members of this association pledge themselves in their individual as well as their collective capacity to be responsible for all moneys loaned to this association and for the payment of which the treasurer may have given his obligation agreeably to the direction of the defendants."

At the trial, before Gray, J., without a jury, these facts appeared: The association was incorporated by the St. of 1830, c. 41, "for the purpose of encouraging agriculture and the mechanic arts by granting premiums or loans of money, and for relieving the distresses of unfortunate mechanics and their families, and to have all the privileges usually given by acts of incorporation to charitable societies;" and was organized March 30, 1831, when it adopted by-laws, one of which was that above quoted, and another provided that "any person may become a member of this association by subscribing his name to these by-laws and paying to the treasurer the amount of one or more shares." The preamble of the by-laws was as follows: "The design of this institution is to afford to those who are desirous of saving their money the means of employing it to advantage; it is intended to encourage the industrious and prudent, and to induce those who have not hitherto been so to lessen their unnecessary expenses, and to save and lay by something for a period of life when they will be less able to earn a support."

The association never granted premiums for encouraging agriculture and the mechanic arts, nor ever made gifts for relieving the distresses of unfortunate mechanics and their families; but its sole business was the borrowing of money and discounting of notes therewith. From 1847 to 1860 it paid annual dividends of five dollars per share; and from and after 1852 its capital stock consisted of fifty shares of one hundred dollars each. The defendant subscribed his name to the by-laws, and became a shareholder and member of the association, prior to 1847. In...