294 Mass. 512 | Mass. | 1936
The plaintiff, a resident of Minnesota, is the receiver, appointed by the Federal Farm Loan Board,
The defendant, a resident of Massachusetts who did not appear in the proceedings in the District Court, was on May 2, 1932, the owner of twenty-three shares, of the par value of $100 each, of the stock of said bank, which stood in his name on the books of the bank. This is an action
It is plain from Wheeler v. Greene, 280 U. S. 49, that the Federal Farm Loan Board could not have levied an assessment if it had wished to do so, and that the receiver appointed by that board had no power to collect an assessment. The court said (page 52), "The receiver had power to collect the assets of the bank, but the liability of stockholders is no part of those assets. It is a liability to creditors which the creditors may be left to enforce.” See also Partridge v. St. Louis Joint Stock Land Bank of St. Louis, 76 Fed. (2d) 237. It is as receiver under the decree of the District Court that the plaintiff seeks to maintain this action.
The statutory liability imposed upon stockholders, although they have fully paid for their stock, has been declared to be contractual in its nature, though it has its origin in legislation. Two things have been relied on for the creation of a contract, first, the voluntary assumption of the relation of stockholder in view of the statute declaring the liability, and, second, the act of creditors in extending credit to the corporation in reliance upon the statutory liability, whereby the obligation of the stockholders has been said to become part of every contract and engagement of the corporation. As a contractual obligation, it may be enforced wherever the stockholder may be found. Post & Co. v. Toledo, Cincinnati & St. Louis Railroad, 144 Mass. 341, 344. Howarth v. Lombard, 175 Mass. 570, 574, 575. Broadway National Bank v. Baker, 176 Mass. 294, 296. Commissioner of Banks v. Prudential Trust Co. 242 Mass. 78, 87, 88. First National Bank of Boston v. Nichols, ante, 173, 179, Richmond v. Irons, 121 U. S. 27, 55, 56. Concord First National Bank v. Hawkins, 174 U. S. 364, 372. Whitman v. Oxford National Bank, 176 U. S. 559. Bernheimer v. Converse, 206 U. S. 516. Converse v. Hamilton, 224 U. S. 243. Early v. Richardson, 280 U. S.
The suit in the District Court in Minnesota, where the bank had its usual place of business if not its location for purposes of jurisdiction (First Carolinas Joint Stock Land Bank of Columbia v. Page, 2 Fed. Sup. 529), was the proper means of determining the extent of the insolvency of the bank, and the necessity and amount of an assessment upon stockholders. Where the statute provides for responsibility of stockholders “equally and ratably,” it would be impracticable to reserve those questions for determination anew in every jurisdiction in which a stockholder might be found. As was said in Howarth v. Lombard, 175 Mass. 570, 576, 577, “The stockholders . . . must be presumed to have agreed that on the insolvency of the corporation a receiver might be appointed by the court, . . . and the amount of
The act of Congress may furnish a scanty verbal basis for inferring that such a proceeding.for an assessment was contemplated by the statute itself, but no more scanty than the basis afforded by the statute of Washington considered in Howarth v. Lombard, 175 Mass. 570. The practical necessity of such a proceeding justifies the inference. Clark v. Knowles, 187 Mass. 35. Francis v. Hazlett, 192 Mass. 137. Converse v. Ayer, 197 Mass. 443. Miller v. Aldrich, 202 Mass. 109. Stone v. Old Colony Street Railway, 212 Mass. 459, 462. Butterworth v. Ross, 238 Mass. 279. Bernheimer v. Converse, 206 U. S. 516. Converse v. Hamilton, 224 U. S. 243. Marin v. Augedahl, 247 U. S. 142. Broderick v. Rosner, 294 U. S. 629, 643, 644. Chandler v. Peketz, 297 U. S. 609. Washington Loan & Trust Co. v. Allman, 63 App. D. C. 116.
The defendant contends that the receiver appointed by the District Court in Minnesota has no right to maintain an action here, without an ancillary appointment in this Commonwealth. It is true that where a receiver has no authority except by the appointment of a court of equity,
Order overruling demurrer affirmed.
“Upon default of any obligation, Federal land banks and joint stock land banks may be declared insolvent and placed in the hands of a receiver by the Federal Farm Loan Board, and proceedings shall thereupon be had in accordance with the provisions of this section regarding national farm loan associations.” Act of July 17, 1916, c. 245, § 29, 39 U. S. Sts. at Large, 381. U. S. C. Title 12, c. 7, § 963. The reference to national farm loan associations discloses nothing of value in the present case.
“Shareholders of every joint stock land bank organized under this Act shall be held individually responsible, equally and ratably, and not one for another, for all contracts, debts, and engagements of such bank to the extent of the amount of stock owned by them at the par value thereof, in addition to the amount paid in and represented by their shares.” Act of July 17, 1916, c. 245, § 16, 39 U. S. Sts. at Large, 374; U. S. C. Title 12, c. 7, § 812.