174 Ga. 256 | Ga. | 1932
A. B. Mobley as superintendent of banks instituted an action against the Macon National Bank, to recover an assessment based on an alleged stockholder’s statutory liability for depositors in the Bank of Bradley, an insolvent institution which ceased to carry on business in 1928. The exception is to a judgment of the Court of Appeals affirming the judgment of the trial court, which sustained an oral motion to dismiss the case on the ground that the petition as amended failed to allege a cause of action. The stock in question was evidenced by a certificate issued by the Bank of Bradley to EL L. Bradley in 1920, for 20 shares that from the date of issue to the filing of the suit had appeared on the books of that bank in the name of EL L. Bradley, but never in the name of the Macon National Bank. Attached to the certificate was a paper signed by Bradley and one attesting official witness, under date of August 28, 1923, which purported to be an empty form of transfer, that did not describe any property or any debt or name any transferee. The certificate with the paper thus attached was, on the date just stated, placed in possession
After such acceptance the administratrix, in a petition to the ordinary, reported the status as hereinabove outlined, and the agreement as above stated. In that petition it was stated: “Tour petitioner shows that she and said bank have reached an agreement that the value of all collateral held by the bank is $500, and that the bank will only participate in the dividend paid to the creditors for the amount due it in excess of $500, your petitioner as administratrix agreeing to make legal transfers of the two deeds to secure debt, in order that the said bank may, at such time as it sees fit and proper to do so, realize on the collateral held by it in the form of the Green and Hammock notes.” The prayer was for authority “to make the foregoing agreement and compromise with said bank, and that she be authorized and di
One contention by the plaintiff is that the agreement between the administratrix of the estate of R. L. Bradley and the Macon National Bank, and performance thereof as substantially set forth in the foregoing statement, constituted the bank absolute owner of the shares of stock in question, and consequently that a statutory liability to depositors in the Bank of Bradley arose against the Macon National Bank in virtue of its absolute ownership of the shares of stock at the time of the failure of the Bank of Bradley. A careful consideration of the facts relied on to show the agreement and its performance reveals that the contention is not well founded. The alleged status of the shares of stock, before the alleged agreement, was only as collateral security for the notes of Bradley held by the bank. This would not amount to absolute ownership by the bank of the shares of stock, but only
Another contention of the superintendent of banks is, that, aside from the agreement already set forth, "a pledgee of bank stock as collateral is liable as a stockholder merely because he is a pledgee,” and, upon that basis, that the Macon National Bank is liable to depositors in the Bank of Bradley under the statute. Prior to 1893 there was no general law of this State declaring the individual liability of stockholders in banks. Whether such liability existed depended upon the provisions of the charter in a given case. Wheatley v. Glover, 125 Ga. 710 (3) (54 S. E. 626). The first general law on this subject was the act approved December 20, 1893. Ga. L. 1893, p. 72; Civil Code, § 2270. This law was substantially embodied in article 18, section 1, of the banking act of 1919 (Ga. L. 1919, pp. 135, 189), which declares: “A bank incorporated under this act shall be responsible to its creditors to the extent of its capital and its assets; and each stockholder shall be individually liable for all the debts of said bank to the extent of the balance remaining unpaid on his or her shares of stock; and said stockholders shall be further and additionally individually liable, equally and ratably (and not one for another), to depositors of such bank for all moneys deposited therein, in an amount equal to the face value of their respective shares of stock; it being the true intent and purpose of this section, that, as to depositors for all moneys deposited with said bank, there shall be an individual liability upon each stock
This statute was under consideration by this court in Bennett v. American Bank & Trust Co., 162 Ga. 718 (134 S. E. 781). That was a suit instituted by the American Bank and Trust Company against Bennett as superintendent of banks, to enjoin enforcement of an assessment levied in virtue of the shareholder’s liability to depositors, as provided in that statute. The assessment was against the bank as pledgee of 36 shares of stock of the Bank of Donalsonville. It was said by this court: “It was a contention of the plaintiff bank that it was merely a pledgee of the stock, and was not a stockholder within the meaning of the general statute creating stockholder’s liability. A statute was embodied in section 9 of the special act of 1889 (Acts 1889, pp. 522, 527), creating a charter for the Brunswick State Bank. It was there declared: ‘The stockholders . . shall be [liable] to the creditors of such corporation, . . individually . . equally and ratably, and not one for another as sureties, . . for all contracts and debts of said corporation, to the extent of the amount of their stock therein, at the par value thereof, respectively, at the time the debt was created, in addition to the amount invested in such shares.’ The above-quoted provision of the statute was involved in Chatham Bank v. Brobston, 99 Ga. 801 (2) (27 S. E. 790), which Avas a suit to recover the statutory liability of stockholders imposed by the charter of the BrunsAviek State Bank. It appears from the record of ffle in this court that several of the defendants whom the books of the bank showed to be stockholders were shown to hold the shares of stock only as collateral security, and that the trial judge held that the defendants were liable as holders of the stock, notwithstanding they held it only as collateral security. On review in this court it was held: ‘Where the charter of a bank imposes on all of its stockholders personal liability to its creditors, such' liability attaches as well to those who acquire a complete legal title to stock of the bank by having the same transferred to them as collateral security for debts due by the transferrers, as to those who purchase such stock outright.’ The statute creating the liability is so similar to the statutory liability clause contained
The rulings hereinbefore announced dispose of the controlling questions in this case. The judgment of the Court of Appeals, on which error is assigned in the petition for certiorari, is
Affirmed.