Kerr v. Urie
| Decision Date | 22 June 1897 |
| Citation | 37 A. 789,86 Md. 72 |
| Parties | KERR v. URIE. |
| Court | Maryland Court of Appeals |
Appeal from circuit court, Kent county.
Action by Henry H. Kerr, receiver of the City National Bank of Quannah, Tex., against John D. Urie. Judgment for defendant. Plaintiff appeals. Affirmed.
Argued before McSHERRY, C.J., and BRYAN, BOYD, ROBERTS, and FOWLER JJ.
James A. Pearce, for appellant.
John D Urie, in pro. per.
The question presented by this appeal is whether a married woman residing in this state is capable of holding stock in a national bank located and doing business in the state of Texas, and, if so, whether she is liable as such stockholder under the personal liability provisions of section 5152 of the Revised Statutes of the United States. Whatever difficulty may surround this question arises, we think, more from the manner in which it is presented in this case, than from any other cause, for it can hardly be supposed that at this day, when, by the law of most all the states, a married woman may contract as a feme sole in respect to her separate estate, she is without dower to subscribe for or become the transferee of the stock of a national bank. The learned author of Cook on Stock, Stockholders and Corporation Law (section 250) expresses the opinion that, without doubt, a married woman may become the transferee of such stock. Certainly, a feme sole may be such a stockholder, and would undoubtedly be subject to all the personal liabilities imposed by section 5152. And, if this be so, what would be the effect of her marriage upon her right to hold bank stock? Would she be any the less a stockholder after than before her marriage? There is certainly nothing in the acts of congress which can be held to exclude married women from the privilege of owning this class of valuable personal property.
The question before us is thus presented: It appears from the agreed statement of facts that in April, 1891, the defendant, John D. Urie, purchased for the benefit of his infant daughter (a child four years old) 10 shares of the capital stock of the City National Bank of Quannah, and that his wife requested the certificate therefor should be placed in her name, which was accordingly done. The bank having called upon Mrs. Urie to pay into its surplus $250, she was unable to do so, and the defendant (her husband) agreed to, and did, furnish the money the bank had called for, provided the stock in question should be transferred to him, to be held for the benefit of their infant child, as Mrs. Urie had held it in the first instance. The original certificate which had been issued to her was accordingly surrendered, and another was issued to the defendant, in February, 1892, which he subsequently transferred to her at her request, and in consideration of $123.10 paid to him by her. It is admitted that this transfer is bona fide and for value. The assignment by the defendant was to his wife as attorney, and the certificate was so drawn, but it appears by the agreed statement of facts that the stock was issued to and held by Mrs. Urie personally, as shown by the stub of the stock book. The bank having become insolvent, a receiver was duly appointed, who has instituted suits against the stockholders of said bank to enforce the personal liability provided by section 5152. But instead of suing Mrs. Urie, who, according to the books of the bank, is the holder of the stock, suit has been brought against her husband, upon the theory that his transfer of the stock to her is void, not, however, by reason of any fraud or irregularity in the transfer, but upon the sole ground that Mrs. Urie, being a married woman, is incapable of being a stockholder. Such a proposition at first blush would seem to be altogether untenable, nor do we think this first impression has been overcome by any argument we have heard. It is too late at this day to regulate the property rights of married women by the ancient common law of England. That has been abrogated in this country almost universally, and, as Mr. Cook says, married women may doubtless in all the states become transferees of bank stock, and the learned counsel for the appellant is forced to admit that, if the law as thus laid down is to prevail, his proposition must fail.
If the question before us had arisen out of a contract conceded to be a Maryland contract, we think there could not have been any doubt as to the legality of Mrs. Urie's holding, for under our statute, all the property, real and personal, belonging to a woman at the time of her marriage, and all property which she may acquire by purchase, gift, grant, devise, bequest, descent, or in course of distribution, she shall hold for her separate use, etc. There can be no doubt, therefore, that where a married woman is in possession of bank stock before she is married, or which, after marriage, came to her, as provided by the statute, she would hold it as her separate property, as provided by the Code. The fact that her power of disposition may be limited makes her none the less a stockholder. But it is said the contract is not a Maryland contract, but is a contract made in Texas, and that, therefore, the rights of the parties must be determined by the law of the latter state. And this contention is based upon the proposition that a subscription made in one state to capital stock of a corporation which exists in and carries on its business in another state is a contract to be performed in the latter state, and is governed by the laws of that state. While this general proposition may be conceded, yet it must be remembered that the contract we are considering is not the contract of subscription, but the contract by which the defendant transferred to his wife the stock already subscribed for by her. It would seem to follow, if the contention of the appellant be correct, namely, that Mrs. Urie has no legal capacity to subscribe for or hold the stock, that the original contract of subscription which was made by her and in her own name, although the money was furnished by her husband, was null and void; and therefore no liability ever arose under section 5152, and hence the defendant never incurred any liability thereunder, unless the mere...
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