61 Mo. 319 | Mo. | 1875
delivered the opinion of the court.
This case comes before us on a writ of error to reverse a judgment rendered in the court below in favor of defendant. The record discloses that in November, 3 853, Morgan'counfv subscribed $25,000 in stock to the Pacific Railroad. Taxes were assessed and collected from the taxpayers of the county to pay the calls due on the subscription. The collector of the county, in giving receipts to the taxpayers, did not designate any particular or specific amount paid by them on account of the railroad tax, but gave a general receipt stating that the taxes were paid on lands and personal property, internal improvement fund, road and canal fund, railroad fund, etc. These taxes were levied from the year 1853 to 1861. The county7 paid of the subscription upwards of $17,000, and in May7, 1866, the company7 found that there was still due and unpaid the sum of $7,216, and on the 5th of that montli they required, by a resolution of their board, all persons owing a balance on subscriptions to make payment by7 the 15th of August, 1866, and notices were required to be given to all who were in arrears in payment that in case of failure to pay by that time, their stock would be forfeited, together with all previous payments thereon.
It was shown in evidence that due notice of this resolution was given by7 publication in a newspaper printed in the city7 of St. Louis, and that a copy of" the same was inclosed in a letter, duly stamped and put in the postoffice, directed to the clerk of the county7 court at Versailles, Morgan county, Mo. No payments were made by the county after the adoption of this resolution, and the stock was dropped from the books ; and in 1870, the board passed a formal resolution declaring all stock forfeited upon which payments had not been made in full. At the May term, 1868, the county7 court of Morgan, on what purported to be the order or request of the tax payers of the county, transferred to the plaintiff one bun
In order to determine the questions involved, it will be ne-. cessary to examine the different acts of the legislature under which the stock was subscribed, and which define and control the rights and liabilities of the parties. In the original act chartering-the defendant (Sess. Acts 1819, p. 220, §6), it is declared that the directors shall make and advertise calls for the payment of the capital stock, at such times and in such manner as they may deem proper, and if any stockholder shall fail to pay any such requisition, within ten days after the time appointed, the said company may recover the same -with interest; and if not collected; may declare the stock forfeited and sell the same; and no delinquent stockholder shall vote in said company. In the act amendatory of the charter, (Sess. Acts 1851, p. 271, § 8) it is provided that when payment for the stock of any subscriber or stockholder shall be fully made, the president and directors shall deliver one or more certificates of such stock, signed by the president and countersigned by the treasurer, under the seal of the company, to such subscriber or stockholder for the mrmber of shares belonging to him or her, which certificates shall be transferable
The act to authorize the formation of railroad associations and to regulate the same, passed in 1853 (Sess. Acts 1853, p. 121), provides, in section 30. that upon the making of a subscription by a comity court or city, the county or city shall thereupon become like all other subscriber's to stock, entitled to privileges granted, and subject to the liabilities imposed by the act or by the charter of the company in which such subscription shall be made; and in order to raise funds to pay the instalments which may be called for from time to time by the board of directors of the road., it shall be the duty of the county court or city council making the subscription, to issue bonds or levy a special tax upon all property and taxables made taxable, by law, for State and county purposes to pay such instalments, to be kept apart from other funds, and appropriated to no other purpose than the payment of such subscription. By the 31st section it is provided that for all such taxes levied and collected for railroad purposes, the eountv court or the. city council, as the case may be, shall cause to be issued and delivered to the persons paying such special tax, a certificate for the amounts thereof paid, and such certificates shall state the county or city in which, and 'the railroad for which, the tax was collected, and shall be transferable by the holders thereof, and convertible into stock of such railroad, whenever presented, in amounts equal to one or more entire shares of the stock of such railroad, to such proper officer of such county court or city council as shall be designated by such court or council, by transfer to be made by such officers in conformity with the laws of the
At the time the plaintiff appeared in the company’s office and demanded a transfer of the stock in his name, the refusal was based on the ground that Morgan county 'was still indebted to the company for a portion of the stock, and there was a by-law of the company against making transfers under such circumstances. By the charter the stock was declared to be personal property, and the directors were empowered to make and establish such by-laws, rules, orders and regulations not inconsistent with law, as to them might seem needful. By one of the company’s rules or by-laws it was provided that " no transfer of stock by persons indebted to this company, whether such debt be due at the time or not, shall be registered by the treasurer unless the same be approved bv-the board, and this company shall have a lien on said stock for such indebtedness.”
This by-law was subsisting and in full force when the demand for a transfer wras made. In the case of the St. Louis Perpet. Ins. Co. vs. Goodfellow, (9 Mo., 149) it was decided that, where the provision of a charter declared the stock of the corporation to be personal property and authorized the board of directors to make rules and regulations concerning the transfer of the stock, subject to the general law's of the State, the board was authorized to adopt a rule prohibiting transfer of stock until all debts due by the,, owner of the stock to the corporation -were paid, although such rule was inconsistent with the general law of the State governing: the transfer .of personal property. This case was followed in The Mechanics’ Bank vs. The Merchants’ Bank, (45 Mo., 513) where it was held that the bj'-law of a bank forbidding the transfer of stock when the owner was indebted to the bank
The ruling of this point against the plaintiff is really decisive of the whole ease.
The counsel for the plaintiff are in error in supposing that the provision for the forfeiture of stock was inoperative, at the time of .the proceeding, because the same was omitted in the revision of 1865. We have not thought it necessary to examine what the effect of such omission would be. But the right to forfeit was given in the charter, and did not depend upon the general statutes. This question, however, is now unimportant, aud it is not necessary to pursue it. The plain
The judgment should be affirmed.