104 P. 55 | Okla. | 1909
It is contended by the People's National Bank "that the People's Bank became the owner of the warrants by the estoppel of the transactions and events of June 10 to 14, 1899." We have carefully examined the record, and find that said transactions amounted to no more than separate sales, by Newers, Bickford, and intervener, each of his own stock in the People's Bank, save three shares retained by Bickford, to Stone, Boynton and Winkler; the resignation of the three former as president, cashier, and vice president, respectively, and a reorganization of said bank by the election of the new stockholders as a new board of directors, with Boynton, Stone, and Winkler as president, vice president, and cashier, respectively.
It is insisted, in effect: (1) That the legal effect of the sale of their stock by Seay, Newers, and Bickford to Stone, Boynton, and Winkler was to vest in the three latter title to all the assets of the People's Bank; (2) that the legal effect of Seay being a director at the time of said sale was to charge him with constructive notice that his lost warrants were being carried on the books of said bank as a part of its assets, the title to which also passed at the same time; (3) that title to the warrants in question being thus in its said new stockholders, Seay is estopped from asserting title thereto as against the People's Bank or its successor, the People's National Bank.
1. The title to the corporate assets is in the corporation. Neither the legal nor equitable title thereto is in its stockholders. The ownership of shares of stock is but the ownership of the right to participate from time to time in the management and net profit of the business. 26 Am. Eng. Enc. of Law, 899. In Gibbons v. *150 Mahon,
"The distinction between the title of a corporation and the interest of its members or stockholders in the property of the corporation is familiar and well settled. The ownership of that property is in the corporation, and not in the holders of shares of its stock. The interests of each stockholder consist in the right to a proportionate part of the profits whenever dividends are declared by the corporation, during its existence under its charter, and to a like proportion of the property remaining, upon the termination or dissolution of the corporation, after payment of its debts. Van Allen v. Nolan, 70 U.S. (3 Wall.) 573, 584, 18 L.Ed. 229, 234; Delaware RailroadTax, 85 U.S. (18 Wall.) 206, 230, 21 L.Ed. 888, 896; Tennesseev. Whitworth,
Therefore the transaction above referred to had no such effect, as claimed, upon the assets of the People's Bank as to pass the title thereto to the new set of stockholders, but the same remained the property of the bank as though nothing had happened.
2. It being thus determined that the title to the assets of the bank remained in the bank and did not pass by the sale of its stock to the new set of stockholders, it becomes immaterial to discuss to what extent Seay as a director was chargeable with knowledge of what the books of the bank contained. We think it sufficient to say, as was said by Brewer, J., inFirst National Bank v. Drake,
Finding no error, the judgment of the lower court is affirmed.
All the Justices concur. *152