Thayer v. Butler
| Decision Date | 25 May 1891 |
| Citation | 35 L.Ed. 711,141 U.S. 234,11 S.Ct. 987 |
| Parties | THAYER v. BUTLER |
| Court | U.S. Supreme Court |
J. H. Benton, Jr., for plaintiff in error.
A. A. Ranney, for defendant in error.
This is an action brought by the receiver of the Pacific National Bank of Boston against George L. Thayer, trustee, to recover 100 per cent. of the amount of his capital stock in said bank upon his individual liability as a stockholder under section 5151 of the Revised Statutes. The amount sued for was $8,000, with the interest thereon, being $4,000, the amount of 40 shares of stock held by him, as trustee, prior to September, 1881, and $4,000 for new stock subscribed for and taken by him, as alleged by the plaintiff, in September, 1881, as and for his, the said Thayer's, share and proportion of the new stock issued at that time, as shown in the preceding case, (just decided,) and in the cases of Delano v. Butler and Aspinwall v. Butler there referred to. His liability to pay the $4,000 upon the original stock was not disputed, and judgment for that amount, with interest, was rendered by consent. But Thayer denied any liability by reason of the new stock, denying that it was his stock, and claiming a set off for the money ($4,000) which it was conceded he had paid therefor, on the ground that he only paid for stock which was to form part of an increased capital of $500,000, and no such increase was ever made. The case is in all respects similar to that of Butler v. Eaton, 11 Sup. Ct. Rep. 985, (just decided.) A jury being waived, the cause was tried by the court upon an agreed statement of facts, in addition to which the plaintiff below produced the testimony of Mr. Thayer himself, giving the particulars of his acts in relation to the new stock, which elicited nothing important, and which the court disregarded in coming to its conclusion. The statement of facts contained the same facts which were received in evidence in the case of Bank v. Eaton, 11 Sup. Ct. Rep. 984, (just decided,) and in addition thereto a list of payments on account of the new stock, with the date of each payment; a copy of the report of the bank examiner, Needham, dated November 18, 1881; a copy of minutes of meetings of the directors of the bank, December 10, 1881, and December 14, 1881; copy of letter from the comptroller of the currency to the bank examiner December 13, 1881, and from the examiner to the comptroller, December 14, 1881; and minutes of directors' meeting, January 2, 1882. This additional evidence had relation mostly to the voluntary assessment, and to the question of the resumption of business by the bank, and has no further effect upon the present controversy than as going to show, perhaps, good faith on the part of the directors of the bank. We do not think, however, that it alters the case in the slightest degree, so far as the question of the plaintiff in error's liability for the new stock is concerned.
It appears from the agreed statement of facts that after the directors of the bank had voted, on the 13th of September, 1881, to increase the capital stock from $500,000 to $1,000,000, and notice to that effect had been sent out to the stockholders, giving to each a right to take the new stock at par in equal amounts to that then held by them, Thayer, the plaintiff in error, went to the bank and paid $4,000 from the trust money in his hands, belonging to the same trust for which he already held the original 40 shares, and received therefor, a receipt, a copy of which is as follows:
'Pacific National Bank.
'$4,000. Sep. 28.
'Boston, October 1st, 1881.
'Received of Geo. L. Thayer, trustee, four thousand dollars on account of subscription to new stock.
J. M. PETTENGILL, Cashier.'
He also, at the same time, acting for Mary J. Eaton, (the defendant in error in the case just decided,) who had 40 shares of the capital stock of the bank, paid the same amount for her, and took a similar receipt to her. As stated in the previous case, certificates for the new stock were made out in a book, with stubs to indicate their contents, and were delivered to the stockholders as they called for them. Such a certificate was made out for Mr. Thayer, but he never called for it, though he was registered in the stock-book of the bank as owner thereof. The entry in the stock-book was, and yet is, as follows:
Geo. L. Thayer, trustee, Boston.
1880. 1878.
Oct. 1. By 40 do. 40..4,000
The accounts with other shareholders were similar in form to this, and the bank kept no other list of the names...
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