Rand v. Columbia Nat. Bank of Tacoma, Wash.

• Decision Date: 17 April 1899
• Docket Number: 1,152.,1,151
• Citation: 94 F. 349
• Parties: RAND et al. v. COLUMBIA NAT. BANK OF TACOMA, WASH., et al. RAND v. TILLINGHAST.
• Court: U.S. Court of Appeals — Eighth Circuit

94 F. 349

RAND et al. v. COLUMBIA NAT. BANK OF TACOMA, WASH., et al.

RAND v. TILLINGHAST.

Nos. 1,151, 1,152.

United States Court of Appeals, Eighth Circuit.

April 17, 1899

A. B Jackson, for appellants and plaintiff in error.

Phillip Tillinghast, for appellees and defendant in error.

Before CALDWELL, SANBORN, and THAYER, Circuit Judges.

THAYER Circuit Judge.

These are two suits, one in equity and one at law, which grew out of the same transaction, and were tried together, and may therefore be disposed of by a single opinion, as they were by the trial court. 87 F. 520. In case No. 1,151, Alonzo T. Rand, Rufus R. Rand, and Kate Ogle, the appellants, sought to obtain a decree adjudging that they were not stockholders of the Columbia National Bank of Tacoma, Wash., hereafter termed the 'Bank,' and an injunction restraining the prosecution of certain suits at law which had been brought against them by Phillip Tillinghast, the receiver of said bank, to recover a certain assessment which had been levied against them as stockholders therein, the bank having become insolvent. Case No. 1,152, on the other hand, is an action at law, which was brought by Tillinghast against Rufus R. Rand to recover an assessment which was levied against him, and is one of the actions at law the prosecution of which the appellants, in case No. 1,151, sought to restrain. The law case was tried without the intervention of a jury, in connection with the equity case, and the court made a special finding of the facts, which must be accepted as conclusive. From this finding it appears, in substance, that on July 13 1892, the Columbia National Bank was a duly-organized national bank, having a capital stock of $200,000, which had been subscribed, and the amount thereof duly paid in; that on the preceding 12th day of January, 1892, the stockholders of said bank had passed a resolution to increase the capital stock of the bank from $200,000 to $500,000, and had provided in the resolution that, as new capital was paid in to the amount of $50,000 or more, the president or cashier be authorized to certify the fact to the comptroller of the currency, and to continue to so certify until $300,000 had been paid; that on July 18, 1892, Alonzo T. Rand, the plaintiff in error, was in Tacoma, and while there was solicited to become a subscriber to the stock of the bank and was at the same time informed by an officer of the bank, either its president, vice president, or cashier, that they were increasing the stock of the bank, and would like to have him become a subscriber, and that he subsequently signed three subscription papers, two of the same being for 50 shares each, and one for 100 shares, which subscriptions did not express on their face whether the stock to be delivered to the subscriber in pursuance thereof should be old stock, forming a part of the original capital of the bank, or whether it should be new stock, forming a part of the increase, which had not at that time been authorized by the comptroller, no certificate having been made that any portion of the increased capital had been paid in. The trial court further found that four stock certificates were issued by the bank on July 18, 1892, one being in favor of A. T. Rand, and the others in favor of Rufus R. Rand, Kate Ogle, and H. W. Brown, respectively, each of which certificates was in the following form, except as to the number of the certificate and the name of the shareholder:

'No. 147, Fifth Shares.

'State of Washington. Columbia National Bank of Tacoma, Washington.

'Capital Stock, $200,000.

'This...