People's Nat. Bank v. Board of Com'rs of Kingfisher County

• Decision Date: 13 July 1909
• Citation: 104 P. 55,24 Okla. 145,1909 OK 188
• Parties: PEOPLE'S NAT. BANK et al. v. BOARD OF COM'RS OF KINGFISHER COUNTY et al.
• Court: Oklahoma Supreme Court

104 P. 55

24 Okla. 145, 1909 OK 188

PEOPLE'S NAT. BANK et al. v. BOARD OF COM'RS OF KINGFISHER COUNTY et al.

Supreme Court of Oklahoma

July 13, 1909

Syllabus by the Court.

The title to corporate assets is in the corporation, and not in the stockholders owning stock therein, and upon a transfer of stock the title to such assets remains unaffected.

A stockholder and director in a banking corporation organized and existing under the laws of the territory of Oklahoma having certain property consisting of lost warrants inadvertently intermingled with the assets of said bank at the time of the sale of his stock therein, is not, as against said bank suing thereon as owner, estopped to set up title thereto, either before or after the completion of its conversion into a national bank.

On rehearing. Affirmed.

For original opinion and statement of facts, see 103 P. 682.

TURNER J.

It is contended by the People's National Bank "that the People's Bank became the owner of the warrants by the estoppel of the transactions and events of June 10 to 14 1899." We have carefully examined the record, and find that said transactions amounted to no more than separate sales, by Newers, Bickford, and intervener, each of his own stock in the People's Bank, save three shares retained by Bickford, to Stone, Boynton, and Winkler; the resignation of the three former as president, cashier, and vice president, respectively, and a reorganization of said bank by the election of the new stockholders as a new board of directors, with Boynton, Stone, and Winkler as president, vice president, and cashier, respectively.

It is insisted, in effect: (1) That the legal effect of the sale of their stock by Seay, Newers, and Bickford to Stone, Boynton, and Winkler was to vest in the three latter title to all the assets of the People's Bank; (2) that the legal effect of Seay being a director at the time of said sale was to charge him with constructive notice that his lost warrants were being carried on the books of said bank as a part of its assets, the title to which also passed at the same time; (3) that title to the warrants in question being thus in its said new stockholders, Seay is estopped from asserting title thereto as against the People's Bank or its successor, the People's National Bank.

1. The title to the corporate assets is in the corporation. Neither the legal nor equitable title thereto is in its stockholders. The ownership of shares of stock is but the ownership of the right to participate from time to time in the management and net profits of the business. 26 Am. & Eng. Enc. of Law, 899. In Gibbons v. Mahon, 136 U.S. 557, 10 S.Ct. 1058, 34 L.Ed. 525, the court said: "The distinction between the title of a corporation and the interest of its member or stockholder in the property of the corporation is familiar and well settled. The ownership of that property is in the corporation, and not...