Batesville Tel. Co. v. Myer Schmidt Grocer Co.
Decision Date | 21 April 1900 |
Citation | 56 S.W. 784 |
Parties | BATESVILLE TEL. CO. v. MYER SCHMIDT GROCER CO. |
Court | Arkansas Supreme Court |
Appeal from circuit court, Independence county; Richard H. Powell, Judge.
Action by the Batesville Telephone Company against the Myer Schmidt Grocer Company. From a judgment in favor of plaintiff, defendant appeals. Dismissed.
J. C. Yancey, J. M. Butler, Rose, Hemingway & Rose, and John M. Moore, for appellant. H. S. Coleman and Robert Neill, for appellee.
Section 12 of an act entitled "An act to provide for the creation and regulation of incorporated companies," approved April 12, 1869, which is sections 1337 and 1338 in Sandels & Hill's Digest, is as follows:
"The president and secretary of every corporation organized under the provisions of this act, shall annually make a certificate showing the condition of the affairs of such corporation, as nearly as the same can be ascertained, on the first of January or July, next preceding the time of making such certificate, in the following particulars, viz.: The amount of capital actually paid in; the cash value of its real estate; the cash value of its personal estate; the cash value of its credits; the amount of its debts; the name and number of shares of each stockholder; which certificate shall be deposited on or before the 15th day of February, or of August, with the county clerk of the county in which said corporation transacts its business, who shall record the same at length in a book to be kept by him for that purpose; and whenever any stockholder shall transfer his stock in any such corporation a certificate of such transfer shall forthwith be deposited with the county clerk, as aforesaid, who shall note the time of said deposit, and record it at full length in a book to be kept by him for that purpose; and no transfer of stock shall be valid as against any creditor of such stockholder until such certificate shall have been deposited."
Does the transfer of stock mentioned in this section include pledges of stock, or those transactions by which liens upon the same are acquired? This is the only question necessary for us to decide in this case. Eliminating from the section all except what has reference to the question, it reads as follows: "The president and secretary of every corporation, organized under the provisions of this act shall annually make a certificate showing the condition of the affairs of such corporation, as nearly as the same can be ascertained, on the first day of January or July, next preceding the time of making such certificate, in the following particulars, viz.: * * * the name and number of shares of each stockholder; which certificate shall be deposited on or before the 15th day of February, or of August, with the county clerk of the county in which said corporation transacts its business; * * * and whenever any stockholder shall transfer his stock in any such corporation a certificate of such transfer shall forthwith be deposited with the county clerk, as aforesaid, who shall note the time of said deposit, and record it at full length in a book to be kept by him for that purpose; and no transfer of stock shall be valid as against any creditor of such stockholder until such certificate shall have been deposited." It is evident that the object of the certificate of the president and secretary as to the name and number of shares of each stockholder and that of the transfer of the stock by the stockholder are the same; and that the latter is intended to carry into effect the intention of the former; and that the object of both is to make known the names of the stockholders and the number of shares owned by each of them. This being true, it is obvious that the transfer of stock referred to was the absolute transfer of the legal and equitable title to stock, and not pledges or liens. This section does not undertake to regulate the creation or protection of liens, and hence does not affect those transactions by which liens are created without the transfer of stock, or any indorsement and delivery of stock which do not transfer and create only a lien.
Section 12 of the act of April 12, 1869, was construed, in part, by the circuit court of appeals of the Eighth circuit of the United States, and the same question we have under consideration was decided, in Masury v. Bank, 35 C. C. A. 476, 93 Fed. 603. Judge Thayer, speaking for the court, said:
Our conclusion, as already indicated, is that the transfer of stock mentioned in section 12 of the act of April 12, 1869, does not include pledges or transactions by which liens only are acquired.
The judgment of the circuit court is reversed, and this action is dismissed.
It is argued in the opinion of the court that the object of the certificate mentioned in section 1337 and that mentioned in section 1338 of the Digest have the same object. The object of the first is not definitely stated in the section itself, but the inference undoubtedly is that the public may know, periodically, at least, what is the capital stock actually paid in, the cash value of the real estate of the corporation, the cash value of the personal estate, the cash value of the credits, and the amounts of the debts of the corporation. The requirement that these things should be frequently shown, it is said, is an exercise of the state's police power over these institutions. It is for the protection of the public generally, or, rather, for the purpose of...
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