Fuller v. Ledden

• Decision Date: 30 September 1877
• Parties: OLIVER F. FULLERv.MARY LEDDEN.
• Court: Illinois Supreme Court

87 Ill. 310

1877 WL 9863 (Ill.)

OLIVER F. FULLER

v.MARY LEDDEN.

Supreme Court of Illinois.

September Term, 1877.

APPEAL from the Superior Court of Cook county; the Hon. JOSEPH E. GARY, Judge, presiding.

Messrs. FULLER & SMITH, for the appellant.

Messrs. SHUFELDT & WESTOVER, for the appellee.

Mr. JUSTICE CRAIG delivered the opinion of the Court:

This was an action of debt, brought by Mary Ledden, in the Superior Court of Cook county, against Oliver F. Fuller, to recover the amount of certain moneys deposited in the Bank of Chicago, a corporation organized under a special charter of the State of Illinois, in which Fuller was a stockholder at the time the money was deposited.

The action was brought to enforce the individual liability of Fuller as a stockholder under the third section of the charter of the bank, which provided that “each stockholder shall be liable to double the amount of stock held or owned by him, and for three months after giving notice of transfer as hereinafter mentioned.”

The action was commenced on the 25th day of July, 1874, and, in the declaration, it was averred that on the 1st day of January, 1873, previous thereto and thereafter, the said Oliver F. Fuller was a stockholder in said bank, and owned twenty shares, to the amount of $2000, and, on the last mentioned date, the Bank of Chicago was indebted to the plaintiff in the sum of $488.62 for money previously deposited by the plaintiff. To the declaration the defendant filed a special plea, in which he averred that prior to January 24, 1874, he was a stockholder; that on January 24, 1874, he sold and transferred his shares of stock of the bank, to-wit, twenty shares, to one Ellis, for a valuable consideration, and then and there ceased to be an owner of any stock in the bank; that defendant's shares were, when sold, transferred in the manner required by the by-laws of the company, and the notice of such transfer, required by the act, was given on the 19th day of March, 1874. To this plea a demurrer was interposed, which the court sustained, and the defendant electing to stand by the plea, judgment was rendered in favor of the plaintiff, and defendant appealed.

The plea presents but a single question, and that is, whether, under the charter of the bank, a right of action of a creditor, against a stockholder, is limited to three months after the stockholder sells and transfers his stock.

In Culver v. Third National Bank of Chicago, 64 Ill. 530, which was an action by a creditor to collect a demand against the corporation from a stockholder, where the act of incorporation provided that all the stockholders of the company shall be, severally, individually liable to the creditors of the company to an amount equal to the amount of stock held by them, respectively, for all debts and contracts made by such company prior to the time when the whole amount of its capital stock shall have been paid in, and a certificate thereof made and filed, it was held that the stockholders were primarily liable to the extent provided in the act to the creditors of the company.

In Corning v. McCulloch, 1 Comstock, 47, which was, as here, an action by a creditor against a stockholder, it was held, where the charter of an incorporated company provides that the stockholders shall be liable for its debts, and that a creditor may, after judgment obtained against the corporation and execution returned unsatisfied, sue any stockholder and recover his demand, such stockholders are liable, in an original and primary sense, like partners or members of an unincorporated...