14 S.D. 490 | S.D. | 1901
This is an action by the plaintiff, a Minnesota corporation, to foreclose a mortgage upon real estate owned by the defendants Albert Lawrence, Jr., and Jennie Lawrence, and situated in the town of Britton, in this state. The defendants, in their answer, plead payment of said mortgage in full; also usury. As a third-defense and counterclaim, the defendant Lawrence alleges that at the time of making said notes and mortgage the defendant Till L. Wilkins was the owner and holder of ten shares of stock in the plaintiff association, for which the plaintiff had issued to her a certificate, in which it promised to pay the holder the sum of $100 for each of said shares at the expiration of five years from the date of said certificate, which was December 2, 1889, on condition of payment of interest, monthly dues, etc. The defendants allege that with the con
We are of the opinion that the contention on the part of the appellants is correct, and that the appellants are in fact entitled to counterclaim as against the respondent the full amount agreed to be paid on each share of stock. The contract on the part of the respondent is clear and specific, and there is no ambiguity in its terms. It agrees to pay the shareholder $100 for each share at the end of five years from the date thereof, the only condition being that the holder shall pay all interest, monthly dues, etc. And the court finds that
In a recent case decided by the court of appeals of Texas, in which the plaintiff here was defendant, reported as Loan Co. v. Peck, 20 Tex. Civ. App. 111, 49 S. W. 160, substantially the same questions as those now under consideration were involved and decided by that court. The action was brought by Peck and others to cancel a trust deed and notes executed by them to the association, and to recover the balance due them under a stock agreement substantially the same as the one in the case now before us. The Texas court concludes an exhaustive discussion of the question as follows: “The contract between the parties embodied in the certificate of shares was a simple agreement on the part of appellant company to pay appellees $10,000 on January 1, 1897, upon the sole condition that they pay the several sums of money at the times and in the manner stipulated in the contract. The contract was so construed by the district court. But the company contended that the contract was nothing more than a subscription of shares of capital stock of a mutual benefit society, 'and that their obligation to pay the same was with the express reservation that at the expiration of the agreed maturity period the company had earned enough to pay all its obligations on the same basis, and, if not, that it should only pay on said shares the pro rata earnings of the company. * * * While we think that the con