Lull v. Anamosa Nat. Bank

• Decision Date: 06 February 1900
• Parties: LULL v. ANAMOSA NAT. BANK ET AL.
• Court: Iowa Supreme Court

110 Iowa 537

81 N.W. 784

LULL

v.ANAMOSA NAT. BANK ET AL.

Supreme Court of Iowa.

Feb. 6, 1900.

Appeal from district court, Jones county; W. G. Thompson, Judge.

Action at law to recover the amount of taxes assessed against certain shares of stock held by plaintiff and his assignors in defendant bank under and by virtue of a contract between plaintiff and defendants for the sale thereof. There was a trial to a jury, resulting in a verdict and judgment for plaintiff, and defendants appeal. Affirmed.M. W. Herrick, Ellison, Ercanbrack & Lawrence, and Smith & Smith, for appellants.

Jamison & Smyth, W. D. Sheean, and B. H. Miller, for appellee.

DEEMER, J.

At the time the matters occurred out of which this controversy arose there were two banks in the town of Anamosa,--one of them private, owned by L. Schoonover; and the other a national bank, owned by plaintiff, defendant Millard, and others. The national bank had not been making money, and some of its stockholders became dissatisfied with the amount of dividends declared. The Schoonover bank was making money for its owner, but he was advanced in years, and desired to retire from business. Defendant Millard, who was cashier, as well as a stockholder, of the national bank, conceived the idea that it would be a good financial stroke to buy the Schoonover bank, and mentioned the same to plaintiff, who is his father-in-law, and to others interested in the bank. Plaintiff did not look with favor on the proposition, thinking that it involved too much responsibility. Certain friends of Millard, living in Dubuque, were interested in the matter, and concluded, as we understand it, to join with Millard in effectuating the purchase. At the January, 1897, meeting of the board of directors of the national bank, after transacting the usual business, they transferred $250 to the surplus fund, and struck a dividend of $500, leaving less than $100 of earnings unappropriated. The question of buying the Schoonover bank then came up, and plaintiff and some of the other stockholders said they would not agree to do it, but would sell their stock, amounting to $24,000. Their proposition to sell was accepted by Millard. Plaintiff and the other stockholders first agreed to accept in payment of their stock notes and securities held by the Schoonover bank, and something like $200,000 in securities belonging to that bank were submitted to them for acceptance. When making the selection, a dispute arose between Millard and the plaintiff regarding the interest account on the securities, one claiming that the notes should be taken at their face value, and the other that accrued interest should be added. Plaintiff finally agreed to take the notes with interest added, but was unable to find enough of the Schoonover securities that were satisfactory. Millard then proposed that plaintiff and others, who were selling their stock, should select enough of the securities of the national bank to make up the balance of the purchase price, which was accordingly done. A contention arose regarding the value of the stock held by plaintiff and others who were proposing to sell, and also as to the undivided profits, but it was finally agreed that the stock should be taken at its par value. And on the one hand it is insisted that, in consideration of plaintiff's relinquishment of his claim to the accrued interest on the securities and undivided profits and surplus, defendants agreed to pay the taxes assessed against the stock transferred to them; while on the other hand it is contended that Millard refused to pay more than par for the stock, and refused to pay the taxes, because the small amount of surplus then in the bank was likely to be swallowed up in losses that the bank might sustain from securities that were then counted as good. It appears that prior to the year 1897 the taxes on the stock of the national bank had been assessed to and paid by the bank. Not long after the plaintiff and those with whom he acted had transferred their stock, the bank paid the first installment of taxes assessed against the stock for the year 1896, but, subsequently learning that this was not the proper manner of assessing the tax, the bank made application to the county treasurer for a refund of the taxes so paid, which was granted, and the county officials then proceeded to assess the individual shareholders of the bank on the amount of stock held by them on January 1, 1896, as shown by the stock book. Plaintiff and those whom he represents were compelled to and did pay the taxes so assessed against the shares of stock that they had transferred to the defendants, amounting to the sum of $488, and thereafter commenced this action to recover the amount so paid from the defendants above named, L. Schoonover, W. N. Dearborn, H. F. Dearborn, George C. Lawrence, and M. Champlin, claiming that they had agreed, in consideration of receiving the surplus and undivided profits, to pay the taxes assessed against the stock. The agreement to pay the taxes is denied by the defendants. At the conclusion of plaintiff's evidence all the defendants filed motions for a directed verdict. The motions were sustained as to all save defendants Millard and the Anamosa National Bank. It is now insisted that it should have been sustained as to all the defendants. The grounds of the motion, in so far as the bank was concerned, are that there is no evidence to show that it was a party to the contract, or that Millard, or any one else, had authority to bind it. As to Millard the grounds are: First, “that it is a joint action, and that there is no evidence of joint liability, or of any liability, on his part”; and, second, if there is any liability on his part, it is an individual liability, and that an individual judgment cannot be rendered against him in this action, because brought against several defendants. Defendants argue that there is no sufficient evidence of a contract to justify the submission of the case to a jury as to either defendant. An examination of the record discloses sufficient evidence to justify the action of the trial court. Plaintiff and others testify to such a...