Mobley v. Macon Nat. Bank

• Decision Date: 09 February 1932
• Docket Number: 8197.
• Citation: 162 S.E. 708,174 Ga. 256
• Parties: MOBLEY, Superintendent of Banks, v. MACON NAT. BANK.
• Court: Georgia Supreme Court

162 S.E. 708

174 Ga. 256

MOBLEY, Superintendent of Banks, v. MACON NAT. BANK.

No. 8197.

Supreme Court of Georgia

February 9, 1932

Syllabus by the Court.

Agreement whereby bank as pledgee of stock of another bank consented to value collateral at stated amount and assert claim against insolvent stockholder's estate for balance, on which bank received dividend, held not to render pledgee bank subject to statutory liability as "stockholder" (Laws 1919, p. 189, art. 18, § 1).

Bank accepting pledge of another bank's stock appearing on issuing bank's books in name of pledgor is not liable to depositors of issuing bank as ""stockholder" (Laws 1919, p. 189, art. 18, § 1).

1. The allegations of the petition as amended, considered in connection with the documents attached as exhibits, properly construed, failed to show a contractual change of the character in which certain shares of stock in a corporation and certain promissory notes were held by the bank as collateral security, and were insufficient to show a conveyance of the collaterals absolutely to the bank as a credit upon the debt.

2. If a bank accepts shares of capital stock in another bank as a pledge or collateral security for a debt of its customers and merely retains the shares of stock as security for the debt, which all the time appear on the books of the bank issuing the stock solely in the name of the pledgor, the bank receiving the stock will not, merely in virtue of the pledge become a stockholder in the bank issuing the shares of stock within the meaning of article 18, section 1, of the Banking Act of 1919 (Ga. Laws 1919, pp. 135, 189), which declares in part that said stockholders shall be further and additionally individually liable, equally and ratably (and not one for another) to depositors of such bank for all moneys deposited therein, in an amount equal to the face value of their respective shares of stock.

Certiorari from Court of Appeals.

Action by A. B. Mobley, as Superintendent of Banks, against the Macon National Bank. Judgment for defendant was affirmed by the Court of Appeals (42 Ga.App. 267, 155 S.E. 778), and plaintiff brings certiorari.

Affirmed.

Park & Strozier, of Macon, for plaintiff in error.

Jones Jones, Johnston & Russell, of Macon, for defendant in error.

ATKINSON J.

A. B. Mobley, as superintendent of banks, instituted an action against the Macon National Bank to recover an assessment based on an alleged stockholder's statutory liability for depositors in the Bank of Bradley, an insolvent institution which ceased to carry on business in 1928. The exception is to a judgment of the Court of Appeals affirming the judgment of the trial court, which sustained an oral motion to dismiss the case on the ground that the petition as amended failed to allege a cause of action. The stock in question was evidenced by a certificate issued by the Bank of Bradley to H. L. Bradley in 1920, for 20 shares that from the date of issue to the filing of the suit had appeared on the books of that bank in the name of H. L. Bradley, but never in the name of the Macon National Bank. Attached to the certificate was a paper signed by Bradley and one attesting official witness, under date of August 28, 1923, which purported to be an empty form of transfer, that did not describe any property or any debt or name any transferee. The certificate with the paper thus attached was, on the date just stated, placed in possession of the defendant, which has held it until the present time. In 1927 Bradley executed to the defendant two promissory notes. The certificate of stock and two other notes secured by deeds to realty were placed by Bradley with defendant as collateral security for his notes to the defendant. There was no formal transfer of the security deeds, and no transfer of the certificate of stock, other than by delivery with the paper attached as above stated. While the several papers were thus held by the defendant as collateral security, Bradley died in a state of insolvency. The estate left by him, other than his equity in the above-mentioned collaterals, was partially administered, and yielded funds that would pay a dividend to general creditors. The collaterals held by defendant were not "realized upon," because the conditions and times were not "propitious." The administratrix "had about completed the administration, *** and was desirous of making a final disposition of the indebtedness of said Bradley to defendant, in order that the administration of said estate could be completed and the administratrix obtain her discharge." In these circumstances the administratrix through her attorney "proposed [orally] to *** defendant" through its attorney "that the collateral held by defendant *** be valued, and defendant's claim put down for the difference and a dividend be paid *** on such claim after said valuation of the collateral." The proposal was accepted by letter stating that the defendant is willing to value the "collaterals *** at $500," and let defendant's "claim be put down for the difference, for the purpose of distribution."

After such acceptance the administratrix, in a petition to the ordinary, reported the status as hereinabove outlined, and the agreement as above stated. In that petition it was stated: "Your petitioner shows that she and said bank have reached an agreement that the value of all collateral held by the bank is $500, and that the bank will only participate in the dividend paid to the creditors for the amount due it in excess of $500, your petitioner as administratrix agreeing to make legal transfers of the two deeds to secure debt, in order that the said bank may, at such time as it sees fit and proper to do so, realize on the collateral held by it in the form of the Green and Hammock notes." The prayer was for authority "to make the foregoing agreement and compromise with said bank and that she be authorized and directed to execute a valid and legal transfer to the bank," of the security deeds securing the transferred collateral notes in accordance with the agreement. An order was granted approving the agreement and authorizing the transfers to the bank. After such order, the administratrix made the transfers of the deeds, and also paid a dividend to the bank on the basis of the balance of the debt remaining over and above $500. Upon such payment, a receipt was issued to the administratrix for $276.04 "being the distributive share of the Macon National Bank against the estate of R. L. Bradley, *** and being in full and final settlement of the administration of said estate, and said settlement being in conformity with the settlement authorized by the ordinary of said county." After the order by the ordinary and the conveyance therein mentioned, the collateral notes were sued on to judgment by the Macon...