86 Md. 72 | Md. | 1897
delivered the opinion of the Court.
The question presented by this appeal is whether a married woman residing in this State is capable of holding stock in a national bank located and doing business in the State of Texas, and if so, whether she is liable as such stockholder under the personal liability provisions of section 5152 of the Revised Statutes of the United States.
Whatever difficulty may surround this question arises, we think, more from the manner in which it is presented in this case than from any other cause, for it can hardly be supposed that at this day when, by the law of most all the States a married woman may contract as a feme sole in respect to her separate estate, she is without power to subscribe for or become the transferee of the stock of a national bank. The learned author of Cook on Stockholders and Stock expresses the opinion that without doubt a married woman may become the transferee of such stock—sec. 250. Certainly a feme sole may be such a stockholder and would undoubtedly be subject to all the personal liabilities imposed
The question before us is thus presented. It appears from the agreed statement of facts that in April, 1891, the defendant, John D. Urie, purchased for the benefit of his infant daughter, a child four years old, ten shares of the capital stock of-“The City National Bank of Quannah,” and that his wife requested that the certificate therefor should be placed in her name, which was accordingly done. The bank having called upon Mrs. Urie to pay into its surplus two hundred and fifty dollars, she was unable to do so, and the defendant, her husband, agreed to and did furnish the money the bank had called for, provided the stock in question would be transferred to him to be held for the benefit of their infant child, as Mrs. Urie had held it in the first instance. The original certificate which had been issued to her, was accordingly surrendered, and another was issued to the defendant in February, 1892, which he subsequently transferred to her at her request and in consideration of one hundred and twenty-three dollars and ten cents paid to him by her. It is admitted that this transfer is bona fide and for value. The assignment by the defendant was to his wife as attorney, and the certificate was so drawn, but it appears by the agreed statement of facts that the stock was issued to and held by Mrs. Urie personally, as shown by the stub of the stock book. The bank having become insolvent a receiver was duly appointed, who has instituted suits against the stockholders of said bank to enforce the personal liability provided by section 5152. But instead of suing Mrs. Urie, who according'to the books of the bank is the holder of the stock, suit has been brought against her husband, upon the theory that his transfer of
If the question before us had arisen out of a contract conceded to be a Maryland contract, we think there could not have been any doubt as to the legality of Mrs. Urie’s holding, for under our statute all the property, real and personal, belonging to a woman at the time of her marriage and all property which she may acquire by purchase, gift, grant, devise, bequest, descent, or in course of distribution, she shall hold for her seperate use, &c. There can be no doubt, therefore, that a married woman who is in possession of bank stock before she is married, or which after marriage came to her as provided by the statute, she would hold it as her separate property as provided by the Code. The fact that her power of disposition may be limited makes her none the less a stockholder. But it is said the contract is not a Maryland contract, but is a contract made in Texas, and that therefore the rights of the parties must be determined by the law of the latter State. And this contention is based upon the proposition that a subscription made in one State to capital stock of a corporation which exists in and carries on its business in another State, is a contract to be performed in the latter State and is governed by the laws of that State. While this general proposition may be conceded, yet it must be remembered that the contract we are
The case of Keyser v. Hitz, 133 U. S. 151, was relied on by the defendant to show that his wife and not he, was the real holder of the stock in question, and that therefore she was the proper defendant in this suit. Assuming that she had a right to hold the stock under our State law, this case is, we think, conclusive authority upon the controlling question before us. In delivering the opinion of the Court Harlan, J., said: “ The only persons holding shares national bank stock whom the statute exempts from personal
The appellant, however, contended that admitting that Mrs. Urie was authorized to hold the stock beneficially she did not so hold it, but in fact held it as attorney, agent, trustee or in some representative capacity. But it is clear from the evidence that she either holds as self-appointed attorney or trustee for an infant of tender years ; for an undisclosed principal as appears by the certificate, or personally and beneficially, as appears by the stub of the stock-book of the bank. In neither event do we think she can evade the personal liability of a stockholder. If persons were allowed to subscribe for stock in a national bank or in any other corporation where a personal liability attaches either as attorney for an unnamed principal, as self-appointed trustee for some unnamed cestui que trust or as attorney for an unnamed infant of tender years, and when called upon to pay the debts of the bank to the extent of the stock so subscribed, could escape by simply declaring that they represented in some capacity those who are legally or otherwise incapacitated, the law would be a dead letter, and the creditors of these associations which are found in great numbers in every State would be deprived of the only certain means provided by law for the payment of their claims. But in addition to this it is well settled upon authority that one assuming to act as
Having concluded that Mrs. Urie is the holder of the stock in question it follows that the plaintiff’s prayers were properly refused. The rulings of the Court upon the defendant’s prayers and upon the demurrer to his plea are not before us.
Judgment affirmed.