137 Minn. 213 | Minn. | 1917
The Herbert Pearce Company is a mercantile corporation of this state. On January 6, 1915, it was adjudicated a bankrupt. It owed in the neighborhood of $100,000. On August 18, 1915, plaintiff was appointed receiver of the corporation and commenced proceedings to enforce the liability of stockholders. An assessment equal to the par value of the stock was made. Defendants Bentley and Stephens each appeared on the books of the corporation as stockholders. Each in fact purchased stock of the corporation in March, 1914. Separate actions were brought against them to recover the amount of their liability.
Defendant Stephens alleged and offered to prove that he was induced to purchase his stock by fraud of the officers of the corporation. That on discovery of the fraud in August, 1914, he tendered back his certificate of stock and demanded his money back, and the corporation agreed to take over the stock in a short time but in fact failed and neglected to do so.
Defendant Bentley in his answer, verified by himself, makes the same allegations of fraud, and alleges that" in August or September, 1914, he discovered the fraud and thereupon repudiated the transaction, offered to surrender the stock and demanded his money back, but that the corporation refused to take the stock or return his money. On the trial his counsel offered to prove by him the existence of the fraud, and that he tendered back his stock and that the officers of the company agreed to take back his stock and certificates and “the same were then and there left with the Pearce Company and in its possession and control. That subsequently the Pearce Company became unable to return the money that defendant had paid in, and kept promising repayment and failing to malee the same until the bankruptcy ensued.”
In the Stephens case it is clear that there was no offer of proof of a completed agreement for a cancelation of the stock on the books of the company, or at all. Nor can we consider that the offer of proof in the
If, however, a person voluntarily assumes the relation of stockholder, and voluntarily procures or permits his name to be recorded as such on the corporate records, he fixes his own status and is liable for the consequences. This is sometimes placed on the ground of estoppel, or of a holding out, somewhat as one who holds himself out as a partner is held as such. And there may well be an estoppel as to those who become creditors while the alleged stockholder is recorded as such with his own consent, Atwater v. Stromberg, 75 Minn. 277, 77 N. W. 963; Marshall Field & Co. v. Evans, J. S. & Co. 106 Minn. 85, 118 N W. 55, 19 L. R. A. (N S.) 249, for creditors are presumed to extend credit on the faith of the showing made upon the corporate books. Hospes v. Northwestern Mnfg. & Car Co. 48 Minn. 174, 198, 50 N. W. 1117, 15 L. B. A. 470, 31
But liability as a stockholder does not depend upon estoppel alone, for the liability extends to past as well as to future debts. It is proper to say of a person who voluntarily assumes the relation of stockholder that he is subject to liability because the Constitution has fixed the liability of all stockholders and he is liable as long as he holds his stock and is a stockholder in fact, even though he may have a remedy for fraud by which he was induced to acquire his stock. Harper v. Carroll, 66 Minn. 487, 504, 69 N. W. 610, 1069. When a corporation becomes insolvent, the rights of creditors become vested (Dunn v. State Bank of Minneapolis, 59 Minn. 221, 61 N. W. 27), and those who have permitted themselves to continue in that relation cannot directly or indirectly release themselves or discharge their liability as such by means of agreements with one another or with the corporation. Atwater v. Stromberg, 75 Minn. 277, 77 N. W. 963; Scott v. Deweese, 181 U. S. 202, 21 Sup. Ct. 585, 45 L. ed. 822.
It may be too broad a statement to say that one who has been induced by fraud to acquire stock in a corporation, can in no case be relieved from liability by proceedings taken after' the bankruptcy of the concern. The bankruptcy might follow so closely on the heels of the fraud that no amount of diligence could have relieved him before it came. But, if there can be relief from liability in any such case, it is only when there is no laches or estoppel. Although a subscriber becomes a shareholder in consequence of frauds practiced upon him by the corporation,
Order affirmed.