Buchanan v. Meisser

• Decision Date: 31 January 1883
• Citation: 105 Ill. 638,1883 WL 10171
• Parties: WILLIAM C. BUCHANANv.SOPHIA MEISSER.
• Court: Illinois Supreme Court

105 Ill. 638

1883 WL 10171 (Ill.)

WILLIAM C. BUCHANAN

v.SOPHIA MEISSER.

Supreme Court of Illinois.

Filed at Mt. Vernon Jan. 31, 1883.

OPINION TEXT STARTS HERE

APPEAL from the Appellate Court for the Fourth District;--heard in that court on appeal from the circuit court of St. Clair county; the Hon. WILLIAM H. SNYDER, Judge, presiding.

This was an action of debt, by Sophia Meisser, a creditor of the People's Bank of Belleville, against William C. Buchanan, as stockholder in that bank.

Among other things, it is alleged in the declaration that it is provided by the 9th section of the charter of that bank, that “whenever default shall be made in the payment of any debt or liability contracted by said corporation, the stockholders shall be held individually responsible for an amount equal to the amount of the stock held by them, respectively, and such liability shall continue until three months after an assignment of the stock, and publication of a notice thereof in a newspaper published at the * * * city of Belleville;” that the bank is indebted to the plaintiff for various specified amounts, for money deposited; that when these debts were contracted the appellant owned thirteen shares of the capital stock of the bank, of the par value of $100 each, and that on April 22, 1878, the bank became insolvent, and made an assignment of all its effects, and any demand for the payment of the indebtedness to plaintiff would, therefore, have been unavailing. The general issue was pleaded by the defendant, and by agreement of parties the cause was tried by the court upon the following stipulation:

“It is agreed that this cause may be tried by the court, a jury being waived, upon the following admitted state of facts: That all the material allegations of plaintiff's declaration are true, and that when the People's bank made the assignment it was indebted to Harrison & Co. in the sum of $4560, for money deposited in the bank by Harrison & Co. before that time; that Harrison & Co. was a partnership firm, consisting of defendant, Theophilus Harrison, Hugh Harrison, and Cyrus Thompson, and the firm was not a stockholder in the bank, although defendant and the two Harrisons were. Defendant, in order to cancel his double liability under the bank charter, and for that purpose, was, with his consent, charged by Harrison & Co., before this suit was commenced, the sum of $1300, and Harrison & Co. credited the bank's indebtedness with a like amount.”

The court, in effect, excluded this defence, and thereupon gave judgment for the plaintiff for $1300, and costs, after overruling a motion for a new trial, to all of which defendant excepted. Defendant appealed from this judgment to the Appellate Court for the Fourth District, and that court affirmed the judgment of the circuit court. This appeal is from the last named judgment. The errors assigned bring before this court the question of whether, on the facts alleged and proved, plaintiff was entitled to judgment.

Mr. CHARLES W. THOMAS, for the appellant:

The Appellate Court held in Meisser v. Thompson, 8 Bradw. 369, the statute was passed solely for the benefit of creditors who were not stockholders, and a stockholder can not discharge his liability by payment to a creditor who is also a stockholder; nor can one stockholder, who is a creditor, sue another at law to enforce his statutory liability; nor can a stockholder who is a creditor set off the debt due him from the bank in discharge of any portion of his liability,--citing in support thereof Bailey v. Bancker, 3 Hill, 188; Weber v. Frickey, 47 Md. 200; Beers v. Waterbury, 8 Bosw. 399; Thayer v. Union Tool Co. 4 Gray, 75; Richardson v. Abendroth, 43 Barb. 165. These cases do not sustain the ruling.

The stockholder may discharge his liability by payments to creditors of the corporation, and it is not material how that liability is discharged. ( Jones v. Wiltberger, 42 Ga. 575.) And he may set off his judgment against the corporation, if fair and honest, against his individual liability to another creditor of the company. Boyd v Hall, 56 Ga. 563; Briggs v. Penniman, 8 Cow. 386.

A stockholder who is also a creditor of a corporation will not be held liable, individually, to other creditors, if the aggregate of all the other stock liabilities is sufficient to pay the debts of the company. Bank of Poughkeepsie v. Ibbotson, 24 Wend. 73; Garrison v. Howe, 17 N. Y. 458.

Mr. WILLIAM C. KUEFFNER, for the appellee:

This statutory liability of stockholders is for the protection of creditors of the corporation, and not the stockholders. They are left to such remedies as were previously provided for the adjustment of partnership transactions. To the extent of their stock they are liable as partners. Meisser v. Thompson, 9 Bradw. 369; Bailey v. Bancker, 2 Hill, 190; Fuller v. Ledden, 87 Ill. 313.

A stockholder in a corporation having a claim against it for which the stockholders are individually liable, can not recover upon it in an action against one of the stockholders alone, but must set it up in a proper action against the stockholders generally, for contribution. (8 Bosw. 395; Bailey v. Bancker, 2 Hill, 190; Richardson v. Abendroth, 43 Barb. 165.) And the remedy is in equity. ( Thayer v. Union Tool Co. 4 Gray, 80.) He may sue another stockholder if he has discharged his individual liability so that he can not be called on for contribution. Weber v. Frickey, 47 Md. 200.

A stockholder may not discharge himself by paying the amount for which he is individually liable, to the corporation, nor can he, when sued by a creditor, set off a debt due him by the corporation. Thompson on Liability of Stockholders, secs. 381, 386, 387; Sawyer v. Hoag, 84 U. S. 623.

The charter will be construed most strongly against the corporation. Mills et al. v. County of St. Clair, 2 Gilm. 198; Northwestern Fertilizing Co. v. Hyde Park, 70 Ill. 634.

Mr. JUSTICE SCHOLFIELD delivered the opinion of the Court:

The only question arising upon this record for our determination is, whether the circuit court properly excluded the defence sought to be interposed upon the trial.

The language of the 9th section of the charter of the People's bank, under which suit was brought, provides, that “whenever default shall be made in the payment of any debt or liability contracted by said corporation, the...