International Bank of St. Louis v. Faber

• Decision Date: 05 April 1897
• Citation: 79 F. 919
• Parties: INTERNATIONAL BANK OF ST. LOUIS v. FABER.
• Court: U.S. District Court — Eastern District of New York

79 F. 919

INTERNATIONAL BANK OF ST. LOUIS v. FABER.

United States Circuit Court, E.D. New York.

April 5, 1897

Robert D. Murray, for plaintiff.

Ferdinand A. Thomson and Benjamin F. Tracy, for defendant.

WHEELER District Judge.

The laws of New York have since 1848 required the officers of manufacturing corporations to file reports of their financial condition with the secretary of state and county clerk. The F. J. Falkenberg Company was such a corporation, organized under these laws, with F. J. Falkenberg president, and the defendant a director, secretary, and treasurer. On January 14, 1892, the law in this respect was amended so as to read:

'Sec 30. Annual Report. Every stock corporation, except moneyed and railroad corporations, shall annually, during the month of January, or if doing business without the United States before the first day of May, make a report as of the first day of January, which shall state: (1) The amount of its capital stock, and the proportion actually paid in. (2) In general terms the nature of its existing assets and debts. (3) The amount of its debts, or an amount which they shall not exceed. (4) The amount of its assets, or an amount which its assets shall at least equal. (5) The names of its then stockholders. Such report shall be signed by a majority of its directors, and verified by the oath of the president or the vice president and treasurer or secretary and filed in the office of the secretary of state, and in the office of the county clerk of the county where its principal business office may be located. If such report is not so made and filed, all the directors of the corporation shall jointly and severally be personally liable for all the debts of the corporation then existing, and for all contracted before such report shall be made.'

In October, 1891, the defendant orally, and in writing delivered to the president, resigned as secretary and treasurer, and ceased to act as such. On January 29, 1892, reports signed by the president, as such, only, and a majority of the directors, containing the required information, were filed with the secretary of state and the county clerk, and no others were made for that month or year. On December 16 1892, this company made one note of $2,500; on January 12th, 16th and 20th, three of $2,000 each; and on January 14th one of $1,000,-- all due in four months, and all of which were immediately discounted by the plaintiff for the benefit of the company, which had the proceeds. On January 31, 1893, reports were made and filed as required by the law. The notes have not been paid, except $611.27 on the first, and the corporation has been dissolved on proceedings in a state court, in which suits against it were enjoined. This suit is brought upon this statute.

The point is made for the defendant that this statute is so penal that an action upon it can be brought only in the state curts, and that, therefore, this court has no jurisdiction of this...