Henrietta Christopher v. Joseph Norvell

• Decision Date: 02 April 1906
• Docket Number: No. 211,211
• Citation: 201 U.S. 216,5 Ann. Cas. 740,50 L.Ed. 732,26 S.Ct. 502
• Parties: HENRIETTA S. CHRISTOPHER and John G. Christopher, Plffs. in Err. , v. JOSEPH W. NORVELL, Receiver of the First National Bank of Florida
• Court: U.S. Supreme Court

201 U.S. 216

26 S.Ct. 502

50 L.Ed. 732

HENRIETTA S. CHRISTOPHER and John G. Christopher, Plffs. in Err.,

v JOSEPH W. NORVELL, Receiver of the First National Bank of Florida.

No. 211.

Submitted March 9, 1906.

Decided April 2, 1906.

Mr. H. H. Buckman for plaintiffs in error.

[Argument of Counsel from pages 216-219 intentionally omitted] Mr. Duncan Upshaw Fletcher for defendant in error.

[Argument of Counsel from pages 219-221 intentionally omitted] Mr. Justice Harlan delivered the opinion of the court:

By the Revised Statutes of the United States it is provided that the shareholders of every national banking association shall be held individually responsible, equally and ratably, and not one for another, for all contracts, debts, and engagements of such association, to the extent of the amount of their stock therein, at the par value thereof, in addition to the amount invested in such shares; that persons holding stock as executors, administrators, guardians, or trustees shall not be personally subject to any liabilities as stockholders, the estates and funds in their hands being liable in like manner and to the same extent as the testator, intestate, ward, or person interested in such trust-funds would be if living and competent to act and hold the stock in his own name; and that a receiver of a national bank may, if necessary, to pay the debts of such association, enforce the individual liability of the stockholders. Rev. Stat. §§ 5151, 5152, 5234, U. S. Comp. Stat. 1901, pp. 3465, 3507.

Proceeding under these statutes the receiver of the First National Bank of Florida brought this action against Henrietta S. Christopher (her husband, John G. Christopher, being joined as codefendant) to recover the amount due from her as a shareholder of that bank under an assessment made by the Comptroller of the Currency against the stockholders of that bank in order to pay its debts.

The case made by the record is this: At the time of the failure of the bank, on March 14th, 1903, fifteen shares of its stock stood in the name of Mrs. Christopher. The stock was bequeathed to her by her father in 1886, and his executors caused it to be transferred to her name on the books of the bank. This was done without any request from or direction by her. Although not aware of such transfer until the stock had been issued and delivered to her in November, 1887, since that date she has held the certificate for the fifteen shares. It is shown that in 1894, she joined with other shareholders in securing an amendment of the bank's articles of association, which extended the corporate existence of the bank until the close of business on May 26th, 1914. It further appears that she received several semiannual dividends, from 3 to 5 per cent, on her stock from November, 1887, up to and including February 1st, 1896, at which time the last dividend on the capital stock of the bank was declared and paid to stockholders. The dividends were paid by checks made payable to her order and personally indorsed by her. After the transfer of the stock Mrs. Christopher's name appeared on the registry of shareholders as the owner of the fifteen shares of stock, and the books kept by the bank showed the amount of dividends paid to her from time to time on those shares.

A personal judgment was rendered in the circuit court against Mrs. Christopher for the amount due on the assessment made by the Comptroller. The judgment was affirmed by the circuit court of appeals, which held that nothing in the law of Florida disabled married women from owning, in their own right, stock in national banking associations, and from incurring the liabilities resulting therefrom. 67 C. C. A. 438, 134 Fed. 842.

That the Comptroller had authority to make the assessment against stockholders, and that such assessment is conclusive as to the amount to be collected, cannot be questioned. Kennedy v. Gibson, 8 Wall. 498, 19 L. ed. 476; Casey v. Galli, 94 U. S. 681, 24 L. ed. 307; Keyser v. Hitz, 133 U. S. 138, 33 L. ed. 531, 10 Sup. Ct. Rep. 290; Bushnell v. Leland, 164 U. S. 684, 685, 41 L. ed. 598, 599, 17 Sup. Ct. Rep. 209.

Did the coverture of Mrs. Christopher at the time her name was placed on the books of the bank as a shareholder, as well as when she received the certificate of stock, protect her against a personal judgment at law for the amount due under the assessment made by the Comptroller of the Currency? That is the controlling question in the case.

This question is, we think, substantially answered by the judgment of this court in Keyser v. Hitz, 133 U. S. 138, 150-152, 33 L. ed. 531, 537, 538, 10 Sup. Ct. Rep. 290, 294, 295. That was an action at law against Mrs. Hitz, a married woman, who owned shares of stock in a savings bank which was converted into a national bank. The action against her was based on an assessment made by the Comptroller of the Currency. One of the contentions in the case was that the coverture of the defendant at the time she acquired the stock, as well as when the bank failed, protected her against an assessment under the act of Congress. The transaction occurred in the District of Columbia, where the bank was located. It was not contended that the defendant was incapacitated by the laws of the District from becoming the owner of bank stock, and hence the court did not consider what would have been the result if the local statutes had prohibited married women from becoming the owners of bank stock. Upon that basis, the court said: 'Assuming, then, that she was not incapacitated from becoming the owner of stock in a bank, and that she was a shareholder in the savings bank,—she became, upon the conversion of that bank into a national bank, a shareholder in the latter. Rev. Stat. § 5154, U. S. Comp. Stat. 1901, p. 3466. In that event she became, by force of the statute, individually responsible to the amount of her stock, at the par value thereof, for the contracts, debts, and engagements of the national bank, equally and ratably with other shareholders. Section 5151, which imposes such individual responsibility upon the shareholders of national banks, makes no exception in favor of married women. The only persons holding shares of national bank stock, whom the statute exempts from this personal responsibility, are executors, administrators, guardians, or trustees. § 5152. It is not for the courts, by mere construction, to recognize an exemption which Congress has not given.' Again: 'We are of opinion that the coverture of the defendant did not prevent the plaintiff from recovering a judgment against her for the amount of the assessment in question, if she was, within the meaning of the statute, a shareholder in the bank at the time of its suspension. But the question as to what property may be reached in the enforcement of such judgment is not before us, and we express no opinion upon it.'

The present defendant insists that she was incapacitated under the Constitution of Florida and under the decisions of the supreme court of that state from becoming the owner of the stock bequeathed to her by her father. In support of this proposition we are referred to the following provision in a statute of Florida enacted November 6th, 1829: 'The common and statute laws of England which are of a general, and not of a local, nature, with the exception hereinafter mentioned, down to the 4th day of July, 1776, be and the same are hereby declared to be in force in this state, provided the same be not inconsistent with the Constitution and laws of the United States and the acts of the legislature of this state.' Also, to the following provisions of the Constitution of Florida: 'All property, real and personal, of a wife, owned by her before marriage or lawfully acquired afterward by gift, devise, bequest, descent, or purchase, shall be her separate property, and the same shall not be liable for the debts of her husband without her consent, given by some instrument in writing, executed according to the law respecting conveyances by married women.' Art. 11, § 1. 'A married woman's real or personal property may be charged in equity and sold or the uses, rents, and profits thereof sequestrated for the purchase money thereof; or for money or things due upon any agreement made by her in writing for the benefit of her separate property, or for the price of any property purchased by her, or for labor and material used with her knowledge or assent in the construction of buildings, or repairs, or improvements upon her property, or for agricultural or other labor bestowed thereon with her knowledge or consent.' Art. 11, § 2.

The argument is that at common law a married woman could not make, or bind herself personally by, a contract, and was incapable, by the law of Florida, as at common law, of entering into a contract, at least one that would subject her to personal liability; that the relation of a shareholder to a national banking association was of a contractual character; and consequently, to render a personal judgment against the defendant Mrs. Christopher was, in effect, to hold her personally bound by a contract which, under the laws of Florida, she was incapable of making.

The vice in this argument is in the assumption that the liability of Mrs. Christopher as a shareholder arises wholly out of contract between herself and the bank or its creditors; whereas, upon becoming a shareholder, she made, strictly, no direct contract with anyone, and became, as was held in Keyser v. Hitz, supra, by force of the statute individually responsible to the amount of her stock, for the contracts, debts, and engagements of the bank equally and ratably with other...