Shufeldt v. Carver

• Decision Date: 31 March 1881
• Parties: HENRY H. SHUFELDT ET AL.v.WATTS S. CARVER, Ex'r.
• Court: United States Appellate Court of Illinois

8 Ill.App. 545

8 Bradw. 545

HENRY H. SHUFELDT ET AL.

v.WATTS S. CARVER, Ex'r.

Appellate Court of Illinois, First District.

March Term, 1881.

OPINION TEXT STARTS HERE

APPEAL from the Circuit Court of Cook county; the Hon. THOMAS A. MORAN, Judge, presiding. Opinion filed May 4, 1881.

This was an action of debt, brought by Henry H. Shufeldt et al., creditors of the Great Western Insurance Company, against Benjamin Carver, a stockholder in said company, to recover for him an amount equal to the amount of his stock in the company, upon an alleged individual liability as a stockholder. During the pendency of the suit, the original defendant died, and the action was thereupon revived against Watts S. Carver, his executor.

The facts, which are all admitted by stipulation, are briefly as follows: The plaintiffs held a policy of insurance against fire for $2,500, running from August, 1871, to August, 1872, issued to them by said company, under which they sustained a total loss, October 9, 1871, thereby becoming creditors of the company to that amount. On the 6th day of February, 1872, said company was adjudicated a bankrupt, in the District Court of the United States for the Northern District of Illinois, and in the bankruptcy proceedings, the plaintiff's claim was proved and allowed, and subsequently, dividends to the amount of $400 were paid thereon by the assignee.

Said company was incorporated by a special act of the General Assembly of Illinois, approved February 4, 1857, and was organized prior to January 1, 1870. No provision was contained in said act of incorporation imposing upon the stockholders in the company any individual liability to the creditors of the company, nor did it contain any reservation of power in the General Assembly to make subsequent amendments thereto.

Benjamin Carver became a stockholder in the company January 21, 1870, a certificate for fifty shares of $100 each in its capital stock having been issued to him that day. At that time he paid on this stock twenty per cent. or $1,000, and after the bankruptcy of the company and before the commencement of this suit, he paid the balance due on said stock, with interest, to the assignee in bankruptcy.

On or about the 23d day of August, 1870, the company proceeded to increase its capital stock, under and in the compliance with the provisions of the eighteenth section of the act of the General Assembly, entitled, “An act to incorporate and govern fire, marine, and inland navigation insurance companies doing business in the State of Illinois,” approved March 11, 1879, and did so increase its capital stock, and issued portions of said increased stock; but said Benjamin Carver had no knowledge of and took no part in said proceedings for the increase of said capital stock, and never ratified or confirmed the same in any way, unless he did so by being a stockholder of said company.

The whole amount of the original stock of said company has never been paid in, nor has any certificate thereof been recorded,...