People's Bank & Trust Co. v. Roscower

• Decision Date: 05 November 1930
• Docket Number: 108.
• Parties: PEOPLE'S BANK & TRUST CO., to Use of WAYNE NAT. BANK, v. ROSCOWER.
• Court: North Carolina Supreme Court

155 S.E. 560

199 N.C. 653

PEOPLE'S BANK & TRUST CO., to Use of WAYNE NAT. BANK, v. ROSCOWER.

No. 108.

Supreme Court of North Carolina

November 5, 1930

Appeal from Superior Court, Wayne County; Midyette, Judge.

Action by the People's Bank & Trust Company to the use of the Wayne National Bank, against A. Roscower. From a judgment overruling demurrer to the complaint and allowing defendant time to file an answer, defendant appeals.

Affirmed.

See also, 155 S.E. 558.

This action to recover of the defendant, a stockholder of the People's Bank & Trust Company, a banking corporation organized under the laws of this state, now insolvent, the full amount for which said defendant is liable, under C. S Supp. 1924, § 219(a), to the creditors of said corporation was heard on defendant's demurrer to the complaint.

The essential facts alleged in the complaint are as follows:

Prior to January 13, 1927, the People's Bank & Trust Company, a corporation organized under the laws of this state, was engaged in the banking business at Goldsboro, N.C. On said day, the said corporation closed its doors and ceased to do business. It was on said day, and since has been continuously, insolvent. No receiver has been appointed for said corporation, nor has the Corporation Commission taken possession of said corporation for the purpose of liquidating its affairs, as authorized by statute.

On April 30, 1927, with the consent and approval of the Corporation Commission, first had and obtained, the said People's Bank & Trust Company sold and transferred to the Wayne National Bank of Goldsboro, N. C., "all of its assets of every kind, including stockholders liability, such transfer and sale being upon the terms agreed upon and approved by the Corporation Commission and by two-thirds vote of the Board of Directors of said Peoples Bank & Trust Company. Said sale and transfer of assets was not only approved by a two-thirds vote of the Board of Directors, but was also ratified and approved by more than two-thirds in interest of the stockholders of said Peoples Bank & Trust Company, at a meeting of said stockholders duly called and held for said purpose on or about 27 April, 1927." In consideration of said sale and transfer, the Wayne National Bank assumed and agreed to pay all the debts and liabilities of the People's Bank & Trust Company.

Atter January 13, 1927, and prior to the date of said sale and transfer of its assets by the People's Bank & Trust Company to the Wayne National Bank, to wit, April 30, 1927, certain stockholders of the People's Bank & Trust Company, owning approximately two-thirds of its capital stock, voluntarily paid in the full amount for which each of said stockholders was liable under C. S. Supp. 1924, § 219(a), and said amounts were transferred and delivered to the Wayne National Bank; said amounts have been applied by the said Wayne National Bank in payment of claims of depositors and creditors of said People's Bank & Trust Company. The full amount for which each stockholder of the People's Bank & Trust Company is liable, as an individual, will be required to pay off and discharge the claims of depositors and creditors of said bank and trust company. Under its agreement with the People's Bank & Trust Company, the Wayne National Bank has the right to recover of said stockholders the amounts for which each is liable.

On January 13, 1927, the defendant was, and he is now, a stockholder of the People's Bank & Trust Company, owning twenty shares of its capital stock, of the par value of $2,000. The defendant has failed and refused to pay to plaintiff the amount, or any part thereof, for which he is liable as a stockholder of said People's Bank & Trust Company. Plaintiff demands judgment in this action that it recover of the defendant the sum of $2,000, with interest thereon from April 30, 1927, and the costs of the action.

The defendant demurred to the complaint for that the facts stated therein are not...