210 N.W. 148 | Minn. | 1926
The South Dakota corporation involved is the Aberdeen American Company. On January 21, 1922, D.M. Neill was the owner of $20,000 par value of its capital stock. On that date the corporation made settlement with him for $7,000. No other sum ever having been paid for the stock, the balance unpaid thereon was found to be $13,000. It is further found that on July 12, 1923, and before the commencement of this action, Mr. Neill sold and transferred all his stock to B.F. Newhouse, then president of the Seamen Paper Company of Minnesota, Incorporated, one of the plaintiffs. The findings are such as to negative any defect in that transfer and there is nothing to impugn its good faith.
The final fact, pleaded and found as such, for consideration is sec. 8779, Rev. Civ. Code of 1919 of South Dakota. It makes every stockholder of a South Dakota corporation personally liable for its debts "to the extent of the amount that is unpaid upon the stock held by him" and further provides that: "The liability of each stockholder is determined by the amount unpaid upon the stock or shares owned by him at the time such action is commenced, and such liability is not released by any subsequent transfer of stock."
As already indicated, the evidence is not before us so we can do no more than notice the contention of plaintiffs that the transfer of the Neill stock was never entered on the books of the corporation. We must take the finding of fact on that phase of the case at its face value and so consider the transfer complete and effectual for every purpose. In that situation, the judgment is right and must be affirmed for it is the rule, in the absence of any statute to the contrary, that: "When a subscriber in good faith transfers his stock, which has not been fully paid up, and the transfer is accepted and recognized by the corporation, the subscriber is released from further liability to corporate creditors." 7 R.C.L. 399.
The statute of South Dakota has not been otherwise construed so far as we are advised. Grey Const. Co. v. Hyde (S.D.) *408
207 N.W. 536, does not touch the point. Both that case and Shugart v. Maytag,
Judgment affirmed.