Okla. City Fed. Sav. & L. Ass'n v. Swatek, Case Number: 29915

CourtSupreme Court of Oklahoma
Writing for the CourtDAVISON, J.
Citation1942 OK 273,191 Okla. 400,130 P.2d 514
PartiesOKLAHOMA CITY FEDERAL SAVINGS & L. ASS'N v. SWATEK
Decision Date07 July 1942
Docket NumberCase Number: 29915

1942 OK 273
130 P.2d 514
191 Okla. 400

OKLAHOMA CITY FEDERAL SAVINGS & L. ASS'N
v.
SWATEK

Case Number: 29915

Supreme Court of Oklahoma

Decided: July 7, 1942


Syllabus

¶0 1. CORPORATIONS--Certificate of stock prima facie evidence of valid issuance and of ownership.

A certificate of stock is prima facie evidence of the validity of the issuance thereof and of the ownership of the shares represented thereby on the part of the person designated therein.

2. ACTION--"Laches" defined.

Laches in legal significance is delay which works a disadvantage to another and causes a change of condition or relation during the delay.

3. SAME--Whether claim barred by laches determined by facts in each case.

Whether a claim is barred by laches must be determined by the facts in each case.

4. BUILDING AND LOAN ASSOCIATIONS--Delay of 37 years in asserting ownership of paid-up shares of stock held not such as to prevent judicial recognition of claim.

Facts examined in connection with a claim of ownership of paid-up shares of stock in a building and loan association, and held not to have worked a sufficient disadvantage to prevent judicial recognition of the claim.

Appeal from District Court, Oklahoma County; Frank P. Douglass, Judge.

Action by M. A. Swatek against the Oklahoma City Federal Savings & Loan Association. Judgment for plaintiff for less than sued for, and defendant appeals, with cross-appeal by plaintiff. Upon death of plaintiff, cause revived in name of Charles M. Swatek, administrator. Modified and affirmed.

Everest & Halley and James C. McWilliams, all of Oklahoma City, for plaintiff in error.

Bohanon & Adams and Bert Barefoot, Jr., all of Oklahoma City, for defendant in error.

DAVISON, J.

¶1 This action was instituted March 3, 1939, by M. A. Swatek, as plaintiff, against Oklahoma City Federal Savings & Loan Association, as defendant, to establish his ownership of ten shares of capital stock in said association and to collect the dividends alleged to be due thereon.

¶2 In his amended petition plaintiff predicated his asserted rights upon his alleged purchase of said shares on May 27, 1902, and stated that on said date an instrument referred to as stock certificate No. 331 evidencing his ownership of said stock was executed and delivered to him on behalf of "Oklahoma City Building & Loan Association," which was the name of the defendant corporation before its "federalization" under the "Home Owners Loan Act of 1933."

¶3 The money judgment plaintiff sought was the principal sum of $21,552.97. This he alleged was the total sum of the dividends his stock had earned. The figure thus designated was computed by totaling the various dividends that would have accrued to plaintiff had he purchased full paid stock in the amount and on the date set forth in his petition, and if upon their accrual semiannually, said dividends had been reinvested in other stock of the same character. In other words, plaintiff sought to recover not only the regular semiannual dividends upon ten shares of stock such as he claimed to own, but he also sought the same rates of return on such accrued dividends that the defendant corporation had paid as capital stock dividends.

¶4 In its answer the defendant corporation admitted the genuineness of the signatures appearing upon the purported stock certificate (a photostatic copy of which plaintiff had attached to his petition), but it denied plaintiff's purchase of the stock; denied that plaintiff had given or that it had received any consideration for same; and set forth many other allegations, some of which will hereinafter be discussed.

¶5 Upon a trial without a jury of the issues joined by the respective parties' pleadings, including an amended reply filed by the plaintiff, the court rendered judgment for the plaintiff after specifically finding that he was the owner of the stock certificate in question, but limited the amount of his recovery to the sum of $3,196.50, which represented dividend accruals on ten shares of capital stock in the defendant corporation from the date of the certificate up to and including December 31, 1938, without any allowance of the compounded interest or "dividends upon dividends" which made up a major portion of the sum plaintiff had prayed for.

¶6 The defendant has perfected this appeal, asserting that the trial court erred in granting the plaintiff any recovery whatsoever, while plaintiff in a crossappeal complains of said court's refusal to allow him the entire sum prayed for in his petition.

¶7 Defendant's argument is presented in answer to two principal questions. The first of these is formulated in its brief as follows:

"Has the plaintiff met the burden of proof that he is the owner of $1,000.00 of the capital stock of the Oklahoma City Building and Loan Association?"

¶8 In determining whether the foregoing question must be answered in the affirmative, as the trial court has done, or in the negative, as the defendant urges, it is necessary to consider the evidence material to this issue.

¶9 The only documentary evidence of Swatek's ownership of the stock in question was the instrument hereinbefore referred to as "stock certificate number 331" which plaintiff introduced as his exhibit No. 1. That instrument on its face purported to have been issued to Swatek by the Oklahoma City Building & Loan Association, certifying to his ownership of ten shares of capital stock in said association over the signatures of J. M. Owen and Macgregor Douglas. At the trial it was established that Owen was the vice president and Douglas the secretary of said association on May 27, 1902, the date appearing on said certificate. There was no question of the authority of these officers to issue such certificates, and as hereinbefore noted the defendant admitted that their signatures on the one involved herein were genuine. Thus the certificate itself was prima facie evidence, not only that the stock it referred to was validly issued, but also of plaintiff's ownership thereof (18 C. J. S. 730, § 264). Upon its introduction in evidence the burden of proof or the duty of introducing evidence sufficient to overcome the presumptions created in plaintiff's favor by his introduction of the duly executed certificate shifted to the defendant.

¶10 We have thoroughly examined the record and have been unable to discover therein any evidence of sufficient probative force to warrant the conclusion, contrary to the judgment of the trial court, that the defendant's burden above mentioned was ever discharged and the presumptions accompanying plaintiff's exhibit No. 1 were ever overcome. The defendant introduced no evidence which directly and positively contradicted the certificate of plaintiff's ownership of the stock.

¶11 Much is said in the defendant's brief with reference to the plausibility of plaintiff's version of how he came into possession of the certificate and his explanation of his delay in asserting his rights thereunder, but plaintiff was never directly contradicted as to the material facts about which he testified. According to his undisputed testimony, he purchased the stock in May, 1902, through one A. L. Welsh, to whom he delivered the sum of $1,000 in cash in return for the certificate in question, which he then placed in a deposit box where he kept deeds and other valuable papers at the State National Bank. Other testimony given by the plaintiff was to the effect that thereafter he forgot about owning the stock and overlooked the certificate until he found it about three years before the trial. Plaintiff's crossexamination revealed that he had had occasion to open his deposit box at the bank many times during the period of more than 30 years during which he claimed to have forgotten that he had it; that during this time he transferred the entire contents of the box to a safety deposit box in the Farmers National Bank (which apparently was the same banking institution that is now known as the City National Bank), and also that during much of this time he owned other stock in the defendant association and had been to its office often in connection with various transactions. In view of such circumstances and others less significant, counsel say it is indeed strange that Swatek would overlook the certificate and forget for so many years his purchase of the stock which at the time of the trial he seemed to recall so vividly. Upon the whole, however, we cannot say that the plaintiff's story is so inherently improbable as to render it unworthy of consideration. One circumstance which lends credibility to it is that when the certificate was first placed in plaintiff's deposit box it was enclosed in an envelope with other papers and as far as the record shows it remained there without plaintiff ever again having occasion to open the envelope until he claims to have discovered it. Under the rules which govern this court's consideration of such testimony, it cannot be deprived of the weight given other undisputed competent evidence in support of the trial court's judgment. In this connection see State ex rel. Schuman v. Fraley et al., 189 Okla. 511, 118 P.2d 1023, and authorities therein cited.

¶12 It seems to be defendant's position that in order for plaintiff to establish himself as the owner of the stock he claims to have purchased through Welsh, it was incumbent upon him to prove that the defendant corporation or one of its authorized agents received the money that he said he delivered to Welsh in payment therefor. Accordingly, counsel call our attention to the proof that in May, 1902, Welsh was neither an officer nor employee of Oklahoma City Building & Loan Association and to the absence of any proof that he was said association's agent for the sale of stock o r for any other purpose. They also call our attention to the silence of the existing records of said association as to its issuance, sale, or receipt of payment for the stock in question, and to other portions of the evidence, including...

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2 practice notes
  • Hillers v. Local Federal Sav. & Loan Ass'n, No. 32335
    • United States
    • Supreme Court of Oklahoma
    • 6 Marzo 1951
    ...of condition or relation during the delay which is detrimental. Oklahoma City Federal Savings & Loan Ass'n v. Swatek, 191 Okl. 400, 130 P.2d 514. The first time that a demand was made to pay and same refused was when the lawyer for the heirs demanded payment just before the suit forerun......
  • Cook v. Bingman, Case Number: 32351
    • United States
    • Supreme Court of Oklahoma
    • 8 Abril 1947
    ...of County Commissioners of Pontotoc County, 119 Okla. 215, 249 P. 394, and Oklahoma City Federal Savings & Loan Ass'n v. Swatek, 191 Okla. 400, 130 P.2d 514. ¶14 12 O. S. 1941 § 95, subd. 3, reads:"Third. Within two years: An action for trespass upon real property; an action for ta......
2 cases
  • Hillers v. Local Federal Sav. & Loan Ass'n, No. 32335
    • United States
    • Supreme Court of Oklahoma
    • 6 Marzo 1951
    ...change of condition or relation during the delay which is detrimental. Oklahoma City Federal Savings & Loan Ass'n v. Swatek, 191 Okl. 400, 130 P.2d 514. The first time that a demand was made to pay and same refused was when the lawyer for the heirs demanded payment just before the suit fore......
  • Cook v. Bingman, Case Number: 32351
    • United States
    • Supreme Court of Oklahoma
    • 8 Abril 1947
    ...v. Board of County Commissioners of Pontotoc County, 119 Okla. 215, 249 P. 394, and Oklahoma City Federal Savings & Loan Ass'n v. Swatek, 191 Okla. 400, 130 P.2d 514. ¶14 12 O. S. 1941 § 95, subd. 3, reads:"Third. Within two years: An action for trespass upon real property; an action for ta......

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