O'Rourke v. West Penn Loan, &C., Assoc.
| Decision Date | 15 March 1880 |
| Citation | 93 Pa. 308 |
| Parties | O'Rourke <I>versus</I> West Penn Loan and Building Association. |
| Court | Pennsylvania Supreme Court |
Before SHARSWOOD, C. J., MERCUR, GORDON, PAXSON, TRUNKEY and STERRETT, JJ. GREEN, J., absent
Error to the Court of Common Pleas, No. 3, of Philadelphia county: Of January Term 1880, No. 163.
J. Joseph Murphy, for plaintiff in error.—The claim of a holder of stock which has matured, presents a much stronger case for the exercise of a legal remedy than that of a withdrawing stockholder. When the series has run out, nought remains for the society but payment of a sum which has been declared by the corporation to be due, and which is fixed and determined by law at $200 per share. Upon maturity of the series, the holder of stock ceases to be merely a stockholder, for the reason that after the series has run out he becomes a creditor. As stockholder merely, he might have no legal or equitable remedy, except as laid down by the court below, to withdraw, but when the stock runs out, the possession of the stock becomes merely one of the incidents upon which his claim as creditor is based, the running out of the series being the accompanying incident, which together entitle him to demand and receive the sum of $200 per share. A holder of matured stock is not a mere stockholder, as is declared by the court below, as, from the moment the series ran out, he ceased to be entitled to any of the future earnings or profits of the corporation. No assessment or contribution can be required of him, and it has become the duty of the corporation to discontinue his claim by payment. The action was not brought by the plaintiff merely as a stockholder.
J. Duross O'Bryan, for defendant in error.—There are numerous cases which distinguish between the right of a creditor and of a stockholder, when these two capacities unite in the same person. That a stockholder may at the same time become a creditor, and as such, sue his corporation, there is no doubt, but it is necessary to make the distinction to entitle him to sue: Angel & Ames on Corporations, sect. 390; Pierce v. Partridge, 3 Metc. 44; Hill v. Manchester Waterworks, 2 B. & A. 545; Dunston v. Imperial Gas Co., 3 B. & Ald. 125; Marine Bank v. Biays, 4 Har. & Johns. 338; Brinham v. Coal Co., 11 Wright 49; United States Building Association v. Silverman, 4 Norris 394; Gormerly v. Association, 3 W. N. C. 11. The...
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