276 F. 368 | 5th Cir. | 1921
The Southern Securities & Financing Company, a Georgia corporation (herein referred to as the Financing Company), was named as a party defendant in a bill in equity in the nature of a creditor’s bill filed against the Commercial National Bank of Macon and its shareholders after that bank had, in 1914, gone into voluntary liquidation as authorized by statute; the relief sought being the enforcement of the individual liability of such shareholders, and it being alleged that the Financing Company was the holder and owner of 103 shares of the capital stock of said bank. Service of sübpcena was made in January, 1917, upon one of the appellants, E. O. Benton, as the president of the Financing Company. A traverse to the marshal’s return showing such service was filed, upon the ground that at the time of the attempted service there was no such corporation as the Financing Company; the corporation previously existing under -the above-stated name having surrendered its charter and Been dissolved as a
The following was said in the opinion:
“The obligation of a subscriber to stock, to contribute to the amount of his subscription for the purpose of the payment of debts, is contractual, and arises from the subscription to the stock. * - This contract obligation, existing during life, is not extinguished by death, but like other contract obligations survives and is enforceable against the estate of the stockholder.”
The following Georgia statute evidences an intention to make the stockholders of a dissolved corporation liable for its debts, to the extent of its money or funds received by them, and to make such liability enforceable against all or any one or more of such stockholders:
*370 “In all suits against the members of a private association, joint-stock company, or tKe members of existing or dissolved corporations, to recover a debt due by the association, company, or corporation, of which they are or have' been members, or for the appropriation of money or funds in their hands to the payment of such debt, the plaintiff or complainant in such suit may institute the same, and proceed to judgment therein against all or any one or more of the members of such association, company, or corporation, or any other person liable, and recover of the member or members sued the amount of unpaid stock in his hands, or other indebtedness of each member or members; provided, the same does not exceed the amount of the plaintiff’s debt against such association, company, of corporation; and if it exceeds such debt, then so much only as will be sufficient to satisfy such debt.” Oiv. Code 1895, § 1892.
The just-quoted statute was in existence long'prior to the enactment in 1910 of the Georgia statute under which the Financing Company was dissolved. Park’s Anno. Code of Georgia, § 2823 et seq. The last-cited statute does not purport to repeal or modify the one above set out. A Georgia corporation’s contract obligations survive its dissolution and remain enforceable against its assets, and against its stockholders to the extent of its assets distributed to and received by them respectively.
The decree is affirmed.