Wishard v. Hansen

• Decision Date: 17 October 1896
• Citation: 99 Iowa 307,68 N.W. 691
• Parties: WISHARD ET AL. v. HANSEN (CHICAGO LUMBER CO. ET AL., INTERVENERS).
• Court: Iowa Supreme Court

99 Iowa 307

68 N.W. 691

WISHARD ET AL.

v.HANSEN (CHICAGO LUMBER CO. ET AL., INTERVENERS).

Supreme Court of Iowa.

Oct. 17, 1896.

Appeal from district court, Polk county; W. F. Conrad, Judge.

Action at law, commenced by Wishard & Cole, on a judgment rendered against the Zoölogical Park Company of Des Moines, Iowa, to recover of the defendant, H. C. Hansen, on account of stock of the company purchased by him, on which he is alleged to be liable as a stockholder, for unpaid stock. Robert Fullerton, doing business as the Chicago Lumber Company, and B. P. White, intervened. Each of the interveners holds an unpaid judgment against the Zoölogical Park Company, and seeks to recover thereon against Hansen, as a stockholder, and alleges that the judgment upon which the action of the plaintiff was brought has been fully paid. While this action was pending in the district court, A. S. Wilcoxen was substituted for Wishard & Cole as plaintiff. Before the trial was concluded, the plaintiff dismissed his action, and the trial proceeded on the issues presented by the pleadings of the interveners and the defendant. The trial was by the court, without a jury, and resulted in a judgment against the defendant, in favor of each intervener. The defendant appeals. Affirmed.McVey & Cheshire, for appellant.

Berryhill & Henry, for appellee Chicago Lumber Co.

Dowell & Parrish and Earle & Prouty, for appellee B. P. White.

ROBINSON, J.

The Zoölogical Park Company was organized in the year of 1889. At about the time it was organized, L. M. Mann was the owner of a tract of 63 acres of land, situated in the city of Des Moines, and a syndicate was formed which had for its object the organizing of the park company, and the purchase of the land. A contract was entered into with Mann, under which he conveyed the land to the park company. The consideration for the conveyance was $20,000 in money and real estate, furnished by the syndicate, and $40,000 in bonds, secured by a mortgage on the property issued by the park company to Mann. Shares of the capital stock of the company to the amount of $120,000 were issued to the members of the syndicate, for which they paid nothing at the time excepting $20,000, furnished in money and real estate, as stated. Assessments to the amount of 18 3/4 per cent. of the capital stock were afterwards made and paid. The payment of money and real estate made by the syndicate amounted to 16 2/3 per cent. of the stock issued. It thus appears that less than 36 per cent. of the amount for which stock was issued has been paid, and that is true of the stock in controversy. We think the district court was authorized to find that to be the case, even though the land, subject to the mortgage of $40,000, and not the money and real estate to the amount of $20,000, be regarded as the consideration paid for the stock, for the reason that it might have been found under the evidence that the value of the tract in excess of the mortgage was not more than $20,000. The capital stock of the company was divided into shares of $100 each, and the 1,200 to the syndicate and 126 taken by the Des Moines Street Railway Company were all that were issued. Thirty-four shares were apportioned to John J. Pederson, a member of the syndicate. He transferred them to the defendant in October, 1890, and the certificates originally issued for them were surrendered, and a new one was issued to the defendant. He testifies that he paid for them a claim he held against Pederson for $385, $765 in money, $5,000 in railway-supply stock, of a value not shown, but taken at 25 cents on the dollar, and in May, 1891, gave Pederson a check for $1,009.19. The defendant further testifies that he transferred the shares to J. C. Hansen on the 17th day of June, 1893, although the transfer was not recorded in the books of the company until the latter part of February, 1894. The judgment upon which the Chicago Lumber Company relies appears to have been rendered for building material sold to the Park Company for use in improving its grounds. The judgment upon which B. P. White seeks to recover was rendered on bonds which were issued to refund the bonds originally taken by Mann. The district court rendered judgment in favor of the interveners for sums which amounted to $2,174.55, besides costs, or for about 64 per cent. of the stock which the defendant had owned.

Section 1082 of the Code is a part of the chapter in regard to corporations for pecuniary profit, and is as follows: “Neither anything in this chapter contained, nor any provisions in the articles of incorporation, shall exempt the stockholders from individual liability to the amount of the unpaid installments on the stock owned by them, or transferred by them for the purpose of defrauding creditors, and execution against the company may, to that extent, be levied upon the private property of any such individual.” Where the capital stock of a corporation is issued to one...