117 Iowa 185 | Iowa | 1902
The defendant is a building and loan association incorporated under the laws of the state of New York, and the plaintiff is, and during all the time covered
1 “I hereby agree to abide by all the terms, conditions, and by-laws contained or referred to in the certificate of' shares, and will also comply with all the rules and regulations of said association, and do also hereby, in order to facilitate the transaction of. business of the Eastern Building and Loan Association of Syracuse, N. Y., make, constitute, and appoint the secretary of said association, for me, in my name, place, and stead, to appear and vote as my proxy upon any and all shares of stock at any time held by me, or standing in my name in said association, during my absence, at any and all meetings of stockholders or directors, and upon any and all matters which may properly come before any such meeting, and attorneys, one or more under him, from time to time in writing to appoint; hereby authorizing, ratifying, and confirming all that my said attorney or his substitute may do or cause to be done as such proxy by virtue hereof.”
Upon this application, under date of December 1, 1892, the defendant issued to the plaintiff a certificate in the following form:
“Series No. 012. Maturing June 1, 1899.
“Eastern Building and Loan Association of Syracuse, N. Y.
“ Certificate Number, 16,961. Number of Shares, 5.
Amount, $500.00.
“This certifies that Elizabeth Field, of Council Bluffs, county of Pottawattamie and state of Iowa, is hereby con*189 ■stituted a shareholder of the Eastern Building and Loan Association of Syracuse, New York, incorporated under the laws of the state of New York, and holds five shares therein, of one hundred dollars each, and in consideration of the membership fee, together with the agreements and statements contained in the application for membership in the association, and full compliance with the terms, conditions and by-laws printed on the front and back of this certificate, which are hereby referred to and made a part of this contract, the said Eastern Building and Loan Association of Syracuse, N. Y., agree to pay said shareholder, or her heirs, executors, administrators, or assigns, the sum of one hundred dollars for each of said shares at the end of seventy-eight months from the date hereof, or, in. case of her death prior to the expiration of seventy-eight months, the association will pay the sum of all monthly installments paid on this certificate, with interest at six per cent, per annum, payable in the manner and upon the conditions set forth in said terms, conditions, and by-laws, hereto attached. All payments under this certificate are payable at home office of the association, at Syracuse, New York, within sixty days after the acceptance and approval of satisfactory proofs. This certificate of shares is issued to and accepted by the holder thereof upon the following •express terms and conditions.”
The terms and conditions attached to and made a part of said certificate are 15 in number, of which, for the purpose of this case, it' is necessary to here set out only the following:
“First. The shareholder agrees to pay or cause to be paid a monthly installment of seventy-five cents on each ■share named in this contract on or before the last Saturday of each month until such share matures or is withdrawn. * * * Sixth. At stated periods the profits arising from interest premiums, fines, and other sources shall be apportioned among the shares in good standing. * * * Ninth.*190 The by-laws of the association, which are attached to and indorsed hereon, are a part of this contract, and such by-laws and this certificate are to be construed together, as a part, of the contract between the association and the shareholder. * * * Fourteenth. Any action brought against this association shall be commenced within six months after filing-proofs, and in the county of Onondaga and the state of New York.”
The by-laws of the association, as they existed at that date, other than such as may be embodied in the 15 expressed conditions above mentioned, are not set forth in or attached to the pleadings, so far as the record discloses. In exhibit “H” of the defendant’s testimony we find a transcript of by-laws, — whether in the original or amended form is not expressly stated, but we treat them as the former. They contain nothing, however, bearing materially upon the time of the maturity of the stock, other than is indicated in the certificate of stock and the conditions to which we have already referred. The plaintiff paid the regular monthly installments upon her stock for the full period of 78 months, and thereupon, claiming that, under her contract, the shares had fully matured, demanded payment accordingly, but payment was refused by letter from the secretary of the defendant reading as follows:
“Dear Madam: I am obliged to inform you that the earnings of the association have been insufficient to mature your stock in the time estimated, — seventy-eight months, —by a large margin. It therefore occupies no different position in its right than the same class of certificates issued since July, 1894, the maturity of which is estimated. If you desire to realize maturity of this stock, it will be necessary for you to continue payments thereon until such time as the earnings, plus loan-fund payments, equal one hundred dollars per share.”
Thereupon, full payment of the 78 monthly installments having been completed, suit aided by attachment,
“This association is formed for the purpose of purchasing real estate for the erection of buildings or other improvements, and the improvement of lands for aiding in acquiring or improving real estate, or removing incumbrances thereon, by means of advances for accumulating a fund for the benefit of members who do not obtain advances, and for the purpose of conducting the general business of a building and loan association. * * * Its object is to afford its members a safe and profitable investment of their savings, to facilitate the purchase and improvement of real estate, and provide the advantages usually expected from savings banks and other institutions of like character.”
We conclude, therefore, that the action is maintainable in this state, and, there appearing to be no prejudicial error in the record of the trial below, the judgment appealed from is aeexrmed.