Ward v. Joslin
| Decision Date | 08 March 1900 |
| Docket Number | 428. |
| Citation | 100 F. 676 |
| Parties | WARD v. JOSLIN. |
| Court | U.S. District Court — District of New Hampshire |
William R. Bigelow, for plaintiff.
J. S H. Frink, for defendant.
Sitting as judge and jury in this case, I first make my findings of fact, and then rule upon questions of law:
I find as a matter of fact, that the defendant on June 9, 1894 owned 100 shares, of the par value of $50 each, in the Western Investment, Loan & Trust Company, a Kansas corporation; that on that day the trust company, as a matter of fact, was insolvent; and that the defendant, suspecting the financial condition of the trust company was unsound, and apprehending litigation, and having in mind the stockholder's statutory liability, without consideration transferred the stock to Frederick E. Kingsbury, his grandson, who was a young man, but not responsible, in the sense of having any considerable, if any, attachable property. And, so far as it is a question of fact, I find that the transfer was not such a bona fide transfer as to relieve the defendant from his individual liability as a stockholder, if he were otherwise liable. I also find that a new certificate was issued to Kingsbury, and that the transfer of such stock was noted on the stub of the certificate book, but that such transfer was not noted on the transfer book provided by the company for such purpose, and that the neglect to so enter it was the neglect of the bank officers, and not of the defendant. I find, as a matter of fact, upon the evidence contained in the record, and upon the arguments, that Ward's claim against the trust company was upon a guaranty, given upon a valuable consideration, of the payment of certain promissory notes from one third party to another, and was not a guaranty of the payment of securities negotiated by the company. I find that the plaintiff brought an action at law in the district court of Smith county, in the state of Kansas, against the trust company, on December 23, 1892, on these guaranties, by a writ served upon the president of said corporation, and on March 1893, recovered judgment thereon against the company for $9,787.50, with interest at 12 per cent.; and, as shown in the record, on December 11, 1893, $4,924.75 was paid thereon and on September 14, 1896, an execution issued for the balance, and was returned wholly unsatisfied, as shown by the officer's return printed in the record. I also find that the trust company was not a railway, religious, or charitable corporation, and the business which the corporation was authorized to do was 'to buy and sell personal property, including stocks, bonds, bills, notes, real and chattel mortgages, and choses in action of every kind and description, and to transact the business of a loan and trust company'; that some time after the organization of the company, and before the defendant became a stockholder, the directors thereof resolved 'that the president and secretary of the company be, and they hereby are, authorized to guaranty the payment of all securities negotiated by the company, by indorsing upon any such security one of the following forms of a guaranty,'-- and the resolution of the corporation and the forms of guaranties, printed in the record, are referred to and made a part of the findings. Ascertaining the relations of the parties under the contract which resulted from the Kansas constitution and the statutes and the defendant's ownership of stock, I find, so far as it is a question of fact, that the dues to be secured by the superadded stockholder's liability were such as were within the reasonable and proper scope of the business as contemplated by the parties, and that a guaranty of this character was not intended by the defendant stockholder, and was not contemplated by the Kansas constitution as a due or a...
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Opinion On Rehearing
...v. Fritchey, Adm'r, 49 Ohio St. 285, 30 N.E. 692, 15 L. R. A. 513, and also as a basis for distinguishing the present case from Ward v. Joslin, 100 F. 676, 105 F. 224, 44 C. A. 456, 186 U.S. 142, 22 S.Ct. 807, 46 L.Ed. 1093. The effect of the decision in that case, however, was somewhat ove......
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Ward v. Joslin
...party to another, and was not a guaranty of the payment of securities negotiated by the company.' The judgment below was for the defendant. 100 F. 676. the plaintiff took out this writ of error. Therefore we will describe the parties merely as plaintiff and defendant. The underlying provisi......
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Pusey & Jones Co. v. Love
... ... to the payment of obligations which are created for the first ... time by the act of 1899, and which are not 'dues from ... corporations.' Ward vs. Joslin (C. C.) ... 100 F. 676. It is true that under the prior statute in ... certain circumstances an equal amount might be recovered, but ... ...
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Henley v. Myers
...of claimants; indeed the clause making the double liability an asset of the corporation tends strongly against such restriction. In Ward v. Joslin, 100 F. 676, 105 F. 224, 44 C. C. 456, it was held that under the Kansas laws as they existed prior to 1899 a judgment against a corporation, to......