Hawkins v. Glenn

CourtUnited States Supreme Court
Writing for the CourtFULLER
Citation33 L.Ed. 184,9 S.Ct. 739,131 U.S. 319
Decision Date13 May 1889
PartiesHAWKINS v. GLENN

131 U.S. 319
9 S.Ct. 739
33 L.Ed. 184
HAWKINS
v.
GLENN
May 13, 1889.

John Glenn, trustee of the National Express & Transportation Company, brought an action at law, November 5, 1883, against William J. Hawkins, in the circuit court of the United States for the Eastern district of North Carolina, alleging

Page 320

that Hawkins, on or about November 1, 1865, subscribed for 250 shares of the capital stock of that company, a body corporate of the state of Virginia, and thereby undertook and promised to pay for each and every share so subscribed for by said defendant the sum of $100, in such installments and at such times as he might be lawfully called upon and required to pay the same, according to the law under which the company was incorporated; that on the 20th day of September, 1866, the express company, by its deed of that date, assigned and transferred to Hoge, O'Donnell, and Kelly, for the benefit of its creditors, all its property, rights, credits, and effects of every kind, in trust for the payment of the debts of said company; that afterwards, in a certain cause instituted in the chancery court of the city of Richmond, in the state of Virginia, in which the official administrator of W. W. Glenn, deceased, and other persons, claiming to be creditors of the express company, were complainants, and said company, Kelly and Hoge, surviving trustees, and other persons, officers of said company, were defendants, it was, on the 14th day of December, 1880, decreed that plaintiff be, and he thereby was, appointed trustee to execute the trusts of the deed of trust in the room and stead of the trustees originally created by said deed; and it was further decreed that a large amount of the debts of the express company remained unpaid, and that, of the sum of $100 for each and every share of the stock of the company undertaken and promised to be paid for by the subscribers for said stock and their assigns, the sum of $80 per share had never been called for or required to be paid by the president and directors of said company, and remained liable to be called for and required to be paid by the subscribers for said stock and their assigns; and it was further decreed that it was necessary and proper for a call of 30 per cent. to be made, which call and assessment was accordingly ordered; and that, by force of his subscription and said call, the defendant was liable to pay the sum of $7,500 on his shares of stock, with interest.

Hawkins filed his answer January 28, 1884, in which he said that he subscribed for 200 of the 250

Page 321

shares for other persons than himself, and that he was not liable thereon. He denied that he owed anything on account of any of said shares, and averred that the plaintiff was not the proper plaintiff, and 'that the plaintiff's cause of action did not accrue within three years before the commencement of this action.'

Upon the trial of the cause the plaintiff adduced evidence tending to show that in March, 1861, a corporation had been chartered by the legislature of the state of Virginia, to be known as the 'Southern Express Company,' but that no organization was had thereunder; that in 1865 it was proposed to adopt the said charter as the basis of action for the formation of a new and larger enterprise of the same kind; that, accordingly, in November of that year, subscriptions having been made to the capital stock in many states, a provisional organization was effected, in which the defendant Hawkins was named as one of the directors, and the business of the company was commenced and actively prosecuted; that on the 12th day of December, 1865, a new and amended charter was granted by the legislature of Virginia for a company to be known as the 'National Express & Transportation Company,' the defendant being named therein as one of the corporators; that the capital stock was authorized to be $5,000,000, divided into shares of $100 each, of which a part was payable at the time of subscribing and the balance as called for by the president and directors; that in January, 1866, the provisions of the charter having been complied with, the corporation was duly organized, the defendant being one of the directors; that in September, 1866, having contracted many debts, and finding itself much embarrassed, it executed a deed of assignment, conveying and assigning in trust to trustees, for the benefit of all its creditors, all of its property, including the unpaid subscriptions to the capital stock, of which only 20 per cent. had been called for by the president and directors; and that the trustees took possession of the assets November 1, 1866, and the business of the company ceased. Plaintiff further put in evidence the transcript of the record of the proceedings in the chancery court of the city of Rich-

Page 322

mond, referred to in plaintiff's declaration, in which, upon a general creditors' bill brought in 1871 against the said company and its president and directors, and the surviving trustees in said deed of assignment, the court had, by a decree entered on the 14th day of December, 1880, adjudicated the indebtedness of the said company to require an assessment of 30 per cent. of the unpaid subscriptions for the payment of the same, and the necessity and propriety of an assessment of 30 per cent. upon the unpaid subscriptions for the payment of the said indebtedness, and the substitution of the plaintiff as trustee to receive and collect the said assessment; and then the plaintiff introduced in evidence the stock-books of said company, showing the following entries as to the defendant Hawkins:

To whom transferred. Trans- Certifi- No. of Requisi- Form whom Certifi- No. of Requisi-

fer No. cate No. shares. tion No. transferred. cate No. shares. paid.

1866........... 1865.

Feb. 5.. M. Bowes 436 302 10 50 Nov. 1, Company 299 to 303 250..... $1,250

" ". Geo. B. Waterhouse 437 302 10 50

" ". B. P. Williamson 438 302 10 50

" ". R. H. Battle, Jr 439 302 10 50

" ". Wm. E. Anderson 440 302 10 50

The defendant testified that he subscribed for 250 shares, under the following circumstances. That at the instance of three other citizens of North Carolina, viz., K. P. Battle, J. M. Hoge, and B. P. Williamson, he went to Richmond, in the fall of 1865, and proposed to the parties superintending the reception of subscriptions to take 50 shares each for the above-named persons, and 100 shares for himself, having in contemplation other parties who might wish to take 50 shares of this 100; that the superintendent suggested that it would be more convenient to place his name only upon the books as subscriber for the whole 250 shares, and this was done, the initials of the three persons being at the same time indorsed as a

Page 323

memorandum on the subscription paper; that in January, 1866, when the company was organized, he, being one of the directors, informed the board of directors of the terms of his subscription as above, and no objection was made thereto; that he instructed the officer of the company whose business it was to issue certificates of stock to issue five for 50 shares each, three of them in the names of the above parties and two to himself, and at the same time paid $250 which had been assessed upon the 250 shares, $150 of which he had received from his principals, but that he had receipted for such certificates upon the books of the company; that shortly afterwards the five certificates were transmitted to him in North Carolina, all five being made out in his name only; that he did not return either of them to the company, but immediately transferred each of the three in question to the party for whom it wasi ntended; and that only one of the certificates was ever transferred upon the books of the company.

The court instructed the jury to find for the plaintiff, and the defendant excepted. The jury returned a verdict in favor of plaintiff for $9,508.75, 'of which $7,500 is principal, and bears interest from June 1, 1885,' upon which judgment was rendered and a writ of error prosecuted to this court.

The record of the chancery court of the city of Richmond shows that W. W. Clenn recovered judgment in the superior court of Baltimore city, against the express company, by default, June 8, 1869, which was entered up for $42,501.31, on assessment of damages, June 24, 1870, and that, on the 4th day of December, 1871, Glenn filed his bill on his own behalf and that of such other creditors of the express company as might become parties to the suit, against the express company, its president and directors, and the trustees named in the deed of trust, subpoenas having issued on the 28th of November, 1871, which were served on two directors of the company.

The bill sets forth the recovery of the judgment; that the trustees had collected little or nothing; that the visible property of the company had been seized by creditors in various states; that only 20 per cent. had been called for from

Page 324

the...

To continue reading

Request your trial
248 practice notes
  • Robertson v. Security Benefit Assn., No. 35030.
    • United States
    • United States State Supreme Court of Missouri
    • April 1, 1938
    ...the Supreme Court jurisdiction. Sec. 1, Art. IV, U.S. Const.; Rechow v. Bankers Life Co., 335 Mo. 668, 73 S.W. (2d) 794; Hawkins v. Glen, 131 U.S. 319; Sanger v. Upton, 91 U.S. 58; Hancock Natl. Bank v. Farnum, 176 U.S. 640, 20 Sup. Ct. 506, 44 L. Ed. 69; Parker v. Stoughton Mill Co., 91 Wi......
  • Marin v. Augedahl, No. 227
    • United States
    • United States Supreme Court
    • May 20, 1918
    ...the propriety of a general assessment such as was made. This court frequently has recognized and applied that rule. In Hawkins v. Glenn, 131 U. S. 319, 9 Sup. Ct. 739, 33 L. Ed. 184, an assessment ordered by a Virginia court having the corporation before it was sustained as against stockhol......
  • Order of United Commercial Travelers of America v. Wolfe, No. 32
    • United States
    • United States Supreme Court
    • June 9, 1947
    ...375; and for reference, Canada Southern R Co. v. Gebhard, 109 U.S. 527, 537, 538, 3 S.Ct. 363, 369, 370, 27 L.Ed. 1020; Hawkins v. Glenn, 131 U.S. 319, 329, 9 S.Ct. 739, 742, 33 L.Ed. 184; Nashua Savings Bank v. Anglo-American Co., 189 U.S. 221, 229, 230, 23 S.Ct. 517, 518, 47 L.Ed. 782; Ha......
  • Collins v. Bolton, No. 68C 295.
    • United States
    • U.S. District Court — Northern District of Illinois
    • June 27, 1968
    ...that policyholders and stockholders are not necessary parties to an assessment proceeding is not challenged here. E. g. Hawkins v. Glenn, 131 U.S. 319, 9 S.Ct. 739, 33 L.Ed. 184 (1889); Pink v. A.A.A. Highway Express, Inc., 314 U.S. 201, 62 S.Ct. 241, 86 L.Ed. 152 (1941); Supreme Council of......
  • Request a trial to view additional results
248 cases
  • Robertson v. Security Benefit Assn., No. 35030.
    • United States
    • United States State Supreme Court of Missouri
    • April 1, 1938
    ...the Supreme Court jurisdiction. Sec. 1, Art. IV, U.S. Const.; Rechow v. Bankers Life Co., 335 Mo. 668, 73 S.W. (2d) 794; Hawkins v. Glen, 131 U.S. 319; Sanger v. Upton, 91 U.S. 58; Hancock Natl. Bank v. Farnum, 176 U.S. 640, 20 Sup. Ct. 506, 44 L. Ed. 69; Parker v. Stoughton Mill Co., 91 Wi......
  • Marin v. Augedahl, No. 227
    • United States
    • United States Supreme Court
    • May 20, 1918
    ...the propriety of a general assessment such as was made. This court frequently has recognized and applied that rule. In Hawkins v. Glenn, 131 U. S. 319, 9 Sup. Ct. 739, 33 L. Ed. 184, an assessment ordered by a Virginia court having the corporation before it was sustained as against stockhol......
  • Order of United Commercial Travelers of America v. Wolfe, No. 32
    • United States
    • United States Supreme Court
    • June 9, 1947
    ...375; and for reference, Canada Southern R Co. v. Gebhard, 109 U.S. 527, 537, 538, 3 S.Ct. 363, 369, 370, 27 L.Ed. 1020; Hawkins v. Glenn, 131 U.S. 319, 329, 9 S.Ct. 739, 742, 33 L.Ed. 184; Nashua Savings Bank v. Anglo-American Co., 189 U.S. 221, 229, 230, 23 S.Ct. 517, 518, 47 L.Ed. 782; Ha......
  • Collins v. Bolton, No. 68C 295.
    • United States
    • U.S. District Court — Northern District of Illinois
    • June 27, 1968
    ...that policyholders and stockholders are not necessary parties to an assessment proceeding is not challenged here. E. g. Hawkins v. Glenn, 131 U.S. 319, 9 S.Ct. 739, 33 L.Ed. 184 (1889); Pink v. A.A.A. Highway Express, Inc., 314 U.S. 201, 62 S.Ct. 241, 86 L.Ed. 152 (1941); Supreme Council of......
  • Request a trial to view additional results

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT