Eau Claire Nat. Bank v. Benson

• Decision Date: 27 April 1900
• Citation: 106 Wis. 624,82 N.W. 604
• Parties: EAU CLAIRE NAT. BANK v. BENSON.
• Court: Wisconsin Supreme Court

106 Wis. 624

82 N.W. 604

EAU CLAIRE NAT. BANK

v.BENSON.

Supreme Court of Wisconsin.

April 27, 1900.

Syllabus by the Judge.

1. When a statute, requiring judicial construction, has received it by the highest court having jurisdiction in that regard, and such construction has been firmly established as correct, it is as much a part of the statute as if plainly written into it originally, and the court may properly decline to consider, thereafter, the subject of whether such construction was right or wrong.

2. The constitutional or statutory liability of stockholders of a corporation to its creditors, created by the laws of the state of Minnesota, must be construed here as of the same nature as that given thereto by the highest court of such state.

3. It having been determined by the supreme court of Minnesota, that the constitutional liability of stockholders of a Minnesota banking corporation is of such a nature that it cannot be enforced by an action at law by one or any number of creditors against one or any number of stockholders, this court is bound thereby.

4. The term “self-executing,” as applied to a constitutional or statutory provision in regard to an added liability of stockholders of a corporation to its creditors, has reference only to whether such a provision is enforceable without any specific remedy therefor given by the written law.

5. If a constitutional or statutory provision, regarding an added liability of stockholders of a corporation to its creditors, be self-executing, yet its nature be such that it cannot be enforced otherwise than by an action in equity in favor of all the creditors against all the stockholders, brought in the home jurisdiction where the corporation can be reached, it cannot be otherwise enforced either in the home or any other jurisdiction.

6. Judicial authorities in a state, regarding the added liability of stockholders under its laws, to the effect that it is enforceable at law by a single creditor against a single stockholder as an ordinary debt of the latter to the former, and authorities to the effect that such liability can be enforced in any jurisdiction where service can be obtained upon any stockholder, have no application whatever to a liability of a stockholder construed by the highest tribunal of the state where it was created as one not enforceable except by an action in equity in favor of all the creditors of the corporation desiring to participate therein, against all the stockholders within the jurisdiction of the court.

Appeal from circuit court, Eau Claire county; James O'Neill, Judge.

Action by the Eau Claire National Bank against G. F. Benson. Judgment for defendant, and plaintiff appeals. Affirmed.

Action to enforce the stockholders' liability to creditors under the laws of the state of Minnesota.

The constitution of the state of Minnesota provides that, “each stockholder in any corporation, except those organized for the purpose of carrying on any kind of manufacturing or mercantile business, shall be liable to the amount of stock owned or held by him.” Article 10, § 3. The Minnesota Elevator Company, a corporation organized under the laws of the state of Minnesota and having its principal office in Red Wing in said state, a debtor to a considerable amount for money borrowed in the regular course of business of plaintiff, a national banking corporation of the city of Eau Claire, Wis., made an assignment September 2, 1884, for the benefit of its creditors under the laws of Minnesota, to which assignment all of the creditors of the assignor except plaintiff became parties, and by so doing, according to the laws of such state, released their claims against the assignor and without resorting to the stockholders' liability.

This action at law was commenced November 18, 1897, against the defendant, who was then and had been, during all the time covered by the transaction referred to, a resident of Minnesota, service being obtained upon him in this state, to enforce his liability as a stockholder of the elevator company under the constitutional provision before referred to. The issues formed by the pleadings involved several questions vital to the maintenance of the action, and among them whether the liability of stockholders of a Minnesota corporation to its creditors is enforceable by an action at law or any action in the courts of this state.

That cause was tried by the court and the facts, as regards the nature of the liability in question, by the laws of Minnesota as construed by its highest court, were determined as follows:

The liability of stockholders of a Minnesota corporation, not within the exception contained in its constitutional provision on the subject, or some other special exception, none of which exceptions include the corporation in question, exists wholly by force of the laws creating it, and by such laws its character and incidents must be determined. It is a liability of all the stockholders to all the creditors, limited as to each stockholder to the amount of his stock. It is a liability for the benefit of all the creditors who desire to take advantage of it, each having an equal right with all the other creditors to enforce it. As between the stockholders and the corporation the latter is the primary debtor and liable to reimburse the former. As between the stockholders there is the right of contribution to the end that each stockholder within reach of the court having jurisdiction to enforce the liability will only be required to pay such proportionate share of the indebtedness of the corporation participating in the proceedings to enforce it as the amount of stock held by him bears to the entire amount of stock held by solvent stockholders within the jurisdiction of the court.

Chapter 76 of the general statutes of the state provides the exclusive remedy for the enforcement of such liability, which is by an equitable action in a district court within the state of Minnesota, all the creditors desiring to avail themselves of the liability being plaintiffs and the corporation and all its stockholders within the jurisdiction of the court being defendants. The nature of the liability of stockholders in corporations organized under the laws of Minnesota, including those specified and embraced in its constitutional provision on the subject, the form and nature of the action and proceedings to enforce the same, and the courts having jurisdiction of such actions, have been fully determined by the supreme court of the state of Minnesota to the effect aforesaid, and that the remedy provided by chapter 76 of the Minnesota statutes is exclusive, and that it requires a single action in equity at the home of the corporation.

From such facts and others the court decided that it was without jurisdiction to entertain the action. Judgment was accordingly entered dismissing the plaintiff's complaint and for costs and disbursements in favor of defendant.

F. M. Miner (H. B. Walmsley, of counsel) and Olin & Butler, for appellant.

Frawley, Bundy & Wilcox (Hahn, Belden & Hawley, of counsel), for respondent.

MARSHALL, J. (after stating the facts).

No new question is presented for consideration on this appeal. Most of the questions discussed in the brief filed by counsel for appellant have been presented to this court over and over again and with the same result as when first presented some 40 years ago. There must come a time when the presentation of a question to a court of last resort, and the consumption of its time in going over ground that has been repeatedly explored before, will be a mere waste of judicial labor. That period has been well-nigh, if not quite, reached in regard to the minor propositions underlying the ultimate question involved in this appeal. Courts are not responsible for the law. It is their province to declare and apply it and to construe statutes and constitutions in accordance with the will of the lawmaking power, where construction becomes necessary. When such construction has once been given to a law and finally established as a part thereof, it is as much a part of it as if embodied therein in plain and unmistakable language. State v. Ryan, 99 Wis. 123, 74 N. W. 544. When that situation exists it is the province of the legislature alone to change the law. The court should not attempt it, whatever may be the notions of judges as to what the law ought to be....