| Pa. | Apr 16, 1883
delivered the opinion of the court, April 16th 1883.
According to the case stated, which we have before us, John Shouse, at the time of his decease, was the owner of some 556 shares of the capital stock of the Merchants’ Bank of Easton, the defendant below, and it also thereby appears that to this institution he died largely indebted. These shares represented his interest in the bank and its assets, and were, to all intents and purposes, personal property, which, after his death, passed to the plaintiff as part of his estate.
It does not appear that, prior to the time of his decease, the bank, which was, as is alleged, in process of liquidation, had converted any part of its corporate assets, represented by the said stock, into money, and applied it on Shouse’s indebtedness ; at all events, the dividends which form the subject of the present contention, were declared after his death. Such being the case, unless before that time the bank had a lien upon that stock, it could have none afterwards which would be superior to that of the other creditors of- this insolvent estate. In other words, if this stock passed to the administratrix unincumbered by any lien of the bank, it must necessarily follow that she, as trustee of the general creditors, must be regarded as the owner of the money realized by its convei’sion, and, as such, be entitled to its custody. This view of the case would negative the bank’s alleged right of set off, since its claim on the fund could rise no higher than that of any other creditor. In fact, this position does not seem to be disputed, for the argument for the plaintiff is based wholly on the ground of a supposed lien upon the stock, and it is said that this lien was given by the 10th section of the Banking Act of April 16th 1850.
It would thus seem that the general assembly of 1856 was not only under the impression that institutions of this kind did not come within the Act of 1850, but was also careful that they should not, by any implication, be brought within it, except so far only as that part of the section mentioned was concerned.
But upon this part of our subject we need not dwell, for an examination of the defendant’s charter will at once show that by it the legislature conferred no such right as that contended for. This charter is, in itself, full and complete ; it refers to no other act, and it is therefore idle to rummage other statutes for powers that the legislature never intended should belong to this institution.
Neither can we entertain the idea that the defendant had a common law lien upon Shouse’s stock. Corporations are not the creatures of common law. Such a thing as a common-law corporation is wholly unknown to the laws of Pennsylvania, hence these artificial bodies can have no common-law rights, except as such rights may become incidental to the proper execution of the legislative grants by which such bodies are created. But when for a corporation a distinct power, or right, is claimed, as in the present case, such claim must have for its foundation some statutory grant, or it has no validity. Moreover, the case of the Steamship Dock Company v. Herron, 2 P. P. S. 280, cited in the learned and able opinion of the court below, in terms rules that there is no such thing as a common law lien on stock, in favor of a corporation, for a debt due it by a shareholder.
The judgment is affirmed.