Morrison v. Dorsey

• Decision Date: 27 March 1878
• Citation: 48 Md. 461
• Parties: ROBERT D. MORRISON, GEORGE J. APPOLD, and others, Receivers of THE CHESAPEAKE MUTUAL LAND AND BUILDING ASSOCIATION OF BALTIMORE CITY v. BARTUS C. DORSEY.
• Court: Maryland Court of Appeals

48 Md. 461

ROBERT D. MORRISON, GEORGE J. APPOLD, and others, Receivers of THE CHESAPEAKE MUTUAL LAND AND BUILDING ASSOCIATION OF BALTIMORE CITY v. BARTUS C. DORSEY.

Court of Appeals of Maryland

March 27, 1878

APPEAL from the Court of Common Pleas.

The Chesapeake Mutual Land and Building Association of Baltimore City, incorporated under the provisions of the General Incorporation Law, (1868, ch. 471,) in 1869, became actively engaged in the business for which it was organized, and so continued until sometime in the year 1874, whem becoming embarrassed, its affairs were by a decree of the Circuit Court of Baltimore City, dated 1st December, 1874, placed in the hands of the appellants as receivers. By a subsequent order of that Court, the receivers were directed to institute such suits as they might be advised, to recover from the stockholders of said association all instalments of the capital stock then owing. In virtue of this order, they brought suit against the appellee, to recover the balance due by him on five shares of stock, for which he had subscribed. The case is further stated in the opinion of the Court.

First Exception.--The plaintiffs proposed to read to the jury from the book of proceedings of the aforesaid association, the proceedings of the meetings of citizens for the purpose of organizing said association, and of the said association prior to the date of the certificate of incorporation; to the reading of which to the jury, for the purpose of showing the organization of said association, the defendant objected, and the Court, (GAREY, J.,) sustained the objection.

The plaintiffs excepted.

Second Exception.--The plaintiffs offered five prayers, the second, fourth and fifth of which only need be set out:

2. If the jury find from the evidence, that the plaintiffs are the receivers of the Chesapeake Land and Building Association of Baltimore City, and shall further find that the Chesapeake Mutual Land and Building Association was incorporated, as shown by the certificate of incorporation offered in evidence in this case, and shall also find that prior to the 8th day of October, 1869, the said corporation was organized, and proceeded to transact the business authorized by its certificate of incorporation, purchased property and incurred debts and liabilities; and if the jury shall further find that from the time of the organization of the said corporation, it or its directors acted under the by-laws offered in evidence by the plaintiffs, and contained in the book produced by the defendant at the instance of the plaintiffs, down to the 8th day of October, 1869, and for some time thereafter, and transacted and conducted its business thereunder, and shall further find that up to the said 8th day of October, 1869, and for sometime thereafter the said corporation never had any other by-laws than those contained in the said book, then the said printed by-laws contained in said book were the by-laws of said corporation on and prior to the 8th day of October, 1869, and until the next annual meeting of the stockholders of the said corporation. And if the jury shall further find that it is provided by the said by-laws that each member of the said corporation should pay an entrance fee of fifty cents on each share of stock he should subscribe for, and also an instalment of one dollar on each share of stock so subscribed for, and should pay thereafter a weekly instalment of one dollar on each share of stock so subscribed for on such day as appointed by the by-laws, and that the day of the meeting, at which the said instalments were payable, was fixed by the said by-laws on Friday evening, in each week; and if they shall further find, that the defendant, on or about the 8th day of October, 1869, agreed to take five shares of the stock of the said corporation, and that Francis Horn, was at that time, the secretary of the said corporation, and that acting as such secretary, and in the transaction of the business of the said corporation, he did, on or about the said 8th day of October, 1869, enter the name of the said defendant upon the stock ledger of the said corporation, as the holder of five shares of its stock, and that said defendant paid the entrance fee of fifty cents on each of said shares, and also an instalment of one dollar on each share, and that at or about the time of such entry, a book containing the said printed by-laws, and also the number of shares so entered by said Horn, was delivered to said defendant; and shall further find, that the defendant continued to pay the sum of one dollar on each of said shares, for each and every week, up to the 17th day of July, 1874, and that the par value of the said shares of stock, as fixed by the certificate of incorporation, is four hundred dollars for each share; and if they shall further find, that for several years the said defendant received dividends from the said corporation on the said five shares of stock, and that he signed, in his proper hand-writing, a receipt in the dividend book of the said corporation, for the dividends so paid to him for the years 1871 and 1872, and that on the same line with the defendant's name was entered the number of shares of stock, of which he was entered as the holder on the stock-ledger of said corporation; and shall further find, that the payments made by the said defendant, for the instalments on said five shares of stock, were regularly entered by said corporation to the credit of the defendant, as they were made by him in the book so furnished to the said defendant by said corporation, up to the 24th of March, 1871, and from that time forward were entered to his credit in another book so furnished to him by said corporation, and offered in evidence by the plaintiffs in this case, if the jury find that such other book was so furnished, then the plaintiffs are entitled to recover the weekly instalments of one dollar on each of said five shares of stock, for each and every week from the time when the said defendant stopped paying said instalments, to the time of the institution of this suit, with interest in the discretion of the jury.

4. If the jury shall find from the evidence, that the plaintiffs are the receivers of the Chesapeake Mutual Land and Building Association of Baltimore City; and shall further find, that the said Chesapeake Mutual Land and Building Association was incorporated, as shown by the certificate of incorporation offered in evidence in this case; and shall also find, that prior to the 8th day of October, 1869, the said incorporation was organized, and proceeded to transact the business authorized by its certificate of incorporation, purchased property, and incurred debts and liabilities; and if the jury shall find, that the defendant, on or about the 8th day of October, 1869, agreed to take five shares of the capital stock of the Chesapeake Mutual Land and Building Association of Baltimore City, and that he did on or about that time, pay an entrance fee of fifty cents on each of said five shares of stock, and an instalment of one dollar on each share, and that on or about the said 8th day of October, 1869, the said defendant received from said Association, a book containing printed by-laws, purporting to be the by-laws of said Association, and also, a receipt for the money so paid by him; and shall further find, that the said defendant continued to pay the weekly instalments upon said five shares of said stock, and received _____, the receipt...