Bain v. Rogers

• Decision Date: 05 November 1930
• Docket Number: 13017.
• Citation: 155 S.E. 619,158 S.C. 417
• Parties: BAIN et al. v. ROGERS et al.
• Court: South Carolina Supreme Court

155 S.E. 619

158 S.C. 417

BAIN et al. v. ROGERS et al.

No. 13017.

Supreme Court of South Carolina

November 5, 1930

Appeal from Common Pleas Circuit Court of Dillon County; E. C Dennis, Judge.

Action by W. E. Bain and others against L. M. Rogers and others. From an order of the circuit court, confirming the report of the master finding against defendants, defendant N. N Schofield appeals.

Affirmed.

L. M Gasque, of Marion, for appellant.

Joe P. Lane, of Dillon, for respondents.

SMITH A. A. J.

Some time prior to the 19th day of October, 1929, the plaintiffs, W. E. Bain and others, instituted this action against the defendants, L. M. Rogers and others, including the appellant, N. N. Schofield, for the enforcement of the statutory liability of the stockholders of the defunct Bank of Fork, located at Fork, S. C.

The cause was referred to the master of Dillon county, who found against the contention of the defendants Autrey Carmichael and N. N. Schofield, apparently the only defendants who contested the action, and who denied liability upon the ground that they were not legal stockholders of the bank at the time of its suspension of business.

On exceptions to the report of the master, embodying the conclusion stated, the cause was heard, and the findings of the master confirmed by the circuit judge, Hon. E. C. Dennis, on the 19th day of October, 1929.

The appeal is taken from this order by the defendant N. N. Schofield, and presents for the determination of the court the single question as to whether he was a stockholder of the bank at the time of its failure.

It will be observed that the question to be determined here does not involve the validity of the transfer of corporate stock from one person to another, as no such transfer, under express statutory provision and the interpretative decisions of the court, is valid, except as between the parties thereto, until the same shall have been regularly entered upon the books of the corporation (Section 4320, Code of Laws, vol. 3, 1922; Efird v. Land, 55 S.C. 78, 32 S.E. 758, 897; White v. Bank, 66 S.C. 491, 45 S.E. 94, 97 Am. St. Rep. 803; Maxwell v. Foster, 67 S.C. 377, 45 S.E. 927; Man v. Boykin, 79 S.C. 1, 60 S.E. 17, 128 Am. St. Rep. 830; Equitable Trust Co. v. Bank, 145 S.C. 91, 142 S.E. 811), and in such cases the transfer of the legal title thereto, in fact, depends upon the intention of the parties (Maxwell v. Foster, supra; Equitable Trust Co. v. Bank, supra).

Ordinarily, the ascertainment and application of the assets of a bank to the payment of its obligations and the determination of the stockholders' liability, when the subject of judicial inquiry, are matters of equity jurisdiction ( Parker v. Bank, 53 S.C. 588, 31 S.E. 673, 69 Am. St. Rep. 888; Man v. Boykin, supra; Buist v. Williams, 81 S.C. 495, 62 S.E. 859; Wilkes & Co. v. Arthur, 85 S.C. 299, 67 S.E. 297), and in such cases the rule is now well settled that this court will not disturb the findings of fact by the master concurred in by the circuit judge, unless such conclusions are against the clear preponderance of the evidence or without any supporting evidence (Kaminski Hardware Co. v. Bag Co., 150 S.C. 244, 147 S.E. 874), and it is incumbent on the appellant to convince the court that the circuit judge was in error in the conclusions reached by him on the facts (Rivers v. Woodside Bank, 150 S.C. 45, 147 S.E. 661).

While the evidence is conflicting and the entire record deplorably meager and unsatisfactory, a careful examination thereof discloses evidence reasonably tending in fact and inference to support the conclusions of the circuit judge, as a brief reference to some of its salient facts will show.

The stub of the stock certificate book shows that on the 6th day of November, 1924, twenty shares of the...