167 Ga. 60 | Ga. | 1928
Lead Opinion
Mrs. W. J. Hinton and eight other named persons filed a petition against the officers and directors of the Bank of Stockbridge, the Bank of Stockbridge, and A. B. Mobley, State superintendent of banks. It is alleged that plaintiffs are stockholders in said bank; that on July 15, 1926, the named directors of said bank voted to place its affairs in the hands of the superintendent of banks; that the bank’s officers and directors have been guilty of many acts of misfeasance and neglect of duty in the conduct of said bank, which are detailed in the petition, by reason of which they have caused plaintiffs to lose the value of their stock and in addition thereto have caused them to lose a like amount on account of their stockholder’s liability thereon; that “plaintiffs bring this suit in their own behalf as stockholders and in behalf of all other stockholders of said bank who may be similarly situated, and . . for the benefit of themselves and all other stockholders of said bank who may desire to intervene in this suit,” and lay their damages in the amount of the par value of the shares of stock held by them and an equal amount as the 100 per cent, stock assessment which has been issued against them; that the superintendent of banks is about to pay a small dividend to the depositors of said bank; that among said defendants are the largest
As appears from the petition, the plaintiffs are stockholders in the Bank of Stockbridge, which has been placed in the hands of the superintendent of banks. The suit is brought by the plaintiffs not only for themselves but in behalf of any and all of the stockholders who may wish to join in the litigation. It is unnecessary to recapitulate the several demurrers, general and special, which were filed by the defendants; for the effect of sustaining the general demurrer was to hold that the allegations of the petition, so far as the plaintiffs are concerned, set forth no cause of action. Nor is it necessary to inquire whether, in ruling upon the general demurrer and dismissing the plaintiffs from the action, the court had the authority to make the superintendent of banks the plaintiff in the suit which had been filed against him as a defendant; for no ruling upon that point is invoked in the bill of exceptions. The sole question presented is whether a stockholder in a bank, under the provisions of the banking act of 1919 (Acts 1919, p. 135), as amended by the act of 1922 (Acts 1922, p. 63), can maintain an action for malfeasance, misfeasance, or neglect of duty, against a director individually whose conduct as such is alleged to have caused the insolvency of the bank, whereby the plaintiff as a stockholder lost the fund invested in the stock and was subjected to an assessment of 100 per cent, of the face value of the stock. It is a general principle of almost universal application in this country that one who is injured by the fraud and misrepresenta
Dissenting Opinion
dissenting. This proceeding was not brought to collect' any claim of the bank against the defendants, or for any wrong of the latter to the bank alone. If such had been the purpose of the suit, the superintendent of banks could alone bring the suit. But the purpose of the suit was to enforce a liability of the defendants to the plaintiffs, on the ground that the defendants, as officers and directors of the bank, had by the unlawful management of its affairs damaged them by thus destroying the value of the stock. Such cause of action, if any exists, is one in favor of the stockholders, and not one in favor of the bank; and the action could be enforced only by them.