Andrew v. Sanford
Decision Date | 13 December 1930 |
Docket Number | No. 40379.,40379. |
Citation | 233 N.W. 529,212 Iowa 300 |
Parties | ANDREW, SUPERINTENDENT OF BANKING, v. SANFORD. |
Court | Iowa Supreme Court |
OPINION TEXT STARTS HERE
Appeal from District Court, Van Buren County; E. S. Wells, Judge.
Action to recover superadded liability against the defendant as an alleged stockholder in an insolvent bank. The district court held that the defendant was not liable, and the plaintiff appeals.
Affirmed.John Fletcher, Atty. Gen., and Calhoun & Calhoun, of Keosauqua, for appellant.
McBeth & Stong, of Keosauqua, for appellee.
The facts in this case, as shown by the record, are that the Iowa Savings Bank of Douds was duly incorporated under the laws of the state of Iowa and doing a general banking business. The defendant, Grover L. Sanford, was originally the owner of one share of stock in said bank of the par value of $100, and his name so appeared on the books of the bank. On or about the 14th day of July, 1924, he sold this share of stock, in good faith, to R. C. Cramlet, receiving a valuable consideration therefor. Sanford went to the bank, advised the officers of the bank of the sale, and directed them to make a transfer of the same to Cramlet. Carson, the officer with whom the conversation was had, said he would make the transfer on the books. With reference to this matter, Sanford testified that Carson “did not ask me to sign any written transfer of any kind at the time, nor at any time did he ever ask me to execute a written assignment of the stock.”
After this transaction, all dividends on this share of stock were paid to Cramlet, and the bank filed with the county auditor of its county a list of stockholders in which it did not list Sanford, but listed Cramlet as the owner of this one share of stock. The matter rested in this condition until November 15, 1928, when the bank went into liquidation, and the receiver, finding Sanford's name on the books of the bank as the owner of one share of stock, brought this action to recover the superadded liability.
Some other facts may be stated as throwing some light on the fact situation:
A. S. Sanford, father of the defendant, was originally the owner of this share of stock. He transferred it on the books of the bank July 17, 1911, to Grover L. Sanford, the defendant, and a new certificate was issued to the latter which was entered on the books of the bank. The bank seems to have kept no regular book showing the ownership of stock, but noted the same on the stubs of the stock certificate book.
Defendant testified that, when this certificate of stock was issued to him, it was left with the bank, and never, at any time, came into his possession, and he never saw the same. The evidence shows that, when the certificate was issued, the father receipted for the same and left it at the bank. Some officer of the bank testifies that he made search for the certificate, but it could not be found. The bank examiner urged the officers to make this transfer on the books, and in 1927 one of the officers prepared a duplicate certificate for this share of stock, wrote an assignment on the back thereof, with power of attorney to transfer the stock on the books of the bank, and presented the same to the defendant, at the same time demanding that he (defendant) execute a bond for $100. Sanford refused to do this, but did not refuse to sign any other papers. It is apparent from the testimony of this officer as a witness that he would not accept an assignment unless the bonds were issued.
The relief sought here is bottomed on the liability provided in sections 9251 and 9252, Code 1924, which read as follows:
“All stockholders of savings and state banks shall be individually liable to the creditors of such corporation of which they are stockholders over and above the amount of stock by them held therein and any amount paid thereon, to an amount equal to their respective shares, for all its liabilities accruing while they remained such stockholders.
Should any such association or corporation become insolvent, its stockholders may be severally compelled to pay such deficiency in proportion to the amount of stock owned by each, not to exceed the extent of the additional liability hereby created.”
It will be noted that the above-quoted section, 9251, provides that all stockholders of savings banks shall be liable, etc. The question for our determination, therefore, is whether or not the defendant, Sanford, was a “stockholder” of this bank at the time it went into liquidation. To a proper determination of this question, the following sections of the Code of 1924 must be considered:
Section 8386: “The transfer of shares is not valid, except as between the parties thereto, until regularly entered upon the books of the company, showing the name of the person by and to whom transferred, the numbers or other designation of the shares, and the date of the transfer; but such transfer shall not exempt the person making it from any liability of said corporation created prior thereto.”
Also, article X, section 1, of the articles of incorporation of this savings bank, provided: “The shares of stock in the corporation shall be issued only upon the payment of the sum represented by them, and shall be transferable only by assignment on the books of the corporation.”
In Matteson v. Dent, 176 U. S. 521, 20 S. Ct. 419, 423, 44 L. Ed. 571, the United States Supreme Court made the following concise statement:
citing Whitney v. Butler, 118 U. S. 655, 7 S. Ct. 61, 64, 30 L. Ed. 266.
The Whitney Case, above cited, was a case in which the by-laws of the bank provided that its stock could be assignable only on the books of the bank when the owner of the stock delivered the certificates to the purchaser, accompanied by power of attorney authorizing the transfer; that the stock was never in fact transferred on the books of the bank. In relation thereto, the court said: ...
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