WELLSTON TRUST CO. OF ST. LOUIS, MO. v. Snyder, 10433.

• Decision Date: 08 January 1937
• Docket Number: No. 10433.,10433.
• Citation: 87 F.2d 44
• Parties: WELLSTON TRUST CO. OF ST. LOUIS, MO., et al. v. SNYDER.
• Court: U.S. Court of Appeals — Eighth Circuit

87 F.2d 44 (1937)

WELLSTON TRUST CO. OF ST. LOUIS, MO., et al. v. SNYDER.

No. 10433.

Circuit Court of Appeals, Eighth Circuit.

January 8, 1937.

J. Marvin Krause, of St. Louis, Mo., for appellants.

Ruby M. Hulen, of St. Louis, Mo., for appellee.

Before GARDNER, WOODROUGH, and THOMAS, Circuit Judges.

GARDNER, Circuit Judge.

This action was brought by the statutory receiver of the Grand National Bank, insolvent, against the Wellston Trust Company, a trust company organized under the laws of Missouri and in charge of the commissioner of finance of that state for liquidation, to recover a stockholders' liability for 2,400 shares of the stock of the Grand National Bank. It was alleged that the Trust Company was the real owner of this stock at and prior to the closing of the Grand National Bank, although it did not appear as such owner on the books of the bank. The case was tried to the court without a jury on stipulation of the parties, and resulted in findings and conclusions in favor of plaintiff and a judgment in accordance therewith for the full amount of the statutory liability.

On this appeal, the sole question presented is whether the court erred in finding from the evidence that the Trust Company was the actual owner of the stock. The stock stood on the stock register of the Grand National Bank at the time that institution closed, in the name of Ed Mays, who seems to have been the guiding spirit and controlling influence in both of these financial institutions. It was contended in the lower court, and is likewise urged here, that Mays remained the owner of the stock. This issue was dependent upon facts which the lower court found in favor of appellee and against appellants. The findings of the court in a jury-waived case have the same effect as a verdict of the jury, and are conclusive of all fact questions. Lambert Lumber Co. v. Jones Engineering & Construction Co. (C.C.A.8) 47 F.(2d) 74; Southern Surety Co. v. Fidelity & Cas. Co. (C.C.A.8) 50 F.(2d) 16; Chicago, M., St. P. & P. R. Co. v. Flanders (C.C.A.8) 56 F.(2d) 114; First Nat. Bank v. Andresen (C.C.A.8) 57 F.(2d) 17; Brooks v. Willcuts (C.C.A.8) 78 F.(2d) 270. If there was substantial evidence to sustain the findings of the court, they should be sustained on this appeal.

The court found that on November 6, 1931, the board of directors of the Wellston Trust Company adopted the following resolution: "Upon motion made by Mr. Stille, seconded by Mr. Behle, that the Wellston Trust Company buy 2400 shares of Grand National Bank stock in accordance with Section 5429, Article IX, of the Revised Statutes of Missouri, State Banking Laws, at a price of $115.00 per share."

The court then found that, following the adoption of this resolution, Ed Mays delivered to the Trust Company 2,400 shares of the stock of the Grand National Bank, in payment for which the Trust Company placed the sum of $276,000 to the credit of Mays, all of which was "consumed" by Mays in taking out of the Trust Company certain items or notes objected to by the state finance commissioner; that the certificates of stock were indorsed in blank by Mays; that the Grand National Bank had frequently transferred its shares of capital stock on its book by indorsement without witnesses to the indorsement; that the Trust Company became the owner of the stock on the 17th of November, 1931, and on that date its board of directors adopted a resolution authorizing its president to enter into a contract for the sale of the stock, which contract was actually signed, but the sale was never consummated; that the Trust Company kept a book which it called its "Stock and Bond Register," and in this book was kept the record of the stocks and bonds owned by the Trust Company, and on or about the 17th of November, 1931, it entered in this book the 2,400 shares of stock of the Grand National Bank as an asset of the Trust Company; that in its financial statements made up by the board of directors following November 17, 1931, it listed and carried this stock as an asset of the value of $276,000, and that in its monthly financial statements made thereafter and until the Trust Company was taken over by the finance commissioner for liquidation there was carried as an asset this stock; that during the same period the Trust Company, through its officers, prepared confidential financial statements which were sworn to as containing a true statement of its affairs and its assets, and that in these statements there was carried as an asset this stock of the value of $276,000; that during the same time the Trust Company from time to time published in newspapers circulated in the city of St. Louis financial statements showing, among other things, the resources and assets of the company, and that in each of these published statements there was listed under resources in the division of stocks an asset of the value of $276,000, which referred to this stock; that the officers of the ...