Wheeler v. Frontier Bank, 23 Me. 308

Wheeler v. Frontier Bank

23 Me. 308 | Me. | 1843

The opinion of the Court was drawn up by

WhitmaN C. J.

The plaintiff appears to have been the owner of fourteen shares of the capital stock in the bank oí the defendants, on which a dividend of thirty-one dollars and fifty cents had been declared; and which had been by him demanded of them before the institution of this suit. He has also been the owner of four shares, the par value of which was four hundred dollars, in the Washington County Bank, ever since its incorporation in March, 1835; which bank was indebted in a large amount to the defendants; who had demanded the same, as provided in the statute of 1836, “Further to regulate Banks and Banking;” and more than fifteen days had elapsed thereafter, when the defendants commenced a suit to recover the same against that bank ; and in pursuance, as was supposed, of a provision for the purpose, in the same statute, attached the plaintiff’s shares in the capital stock in the defendants’ bank, valuing (hem at four hundred dollars, being the equivalent for the par value of the plaintiff’s four shares in the Washington County Bank. This attachment was made before the said dividend was declared; and, if authorized by law, the after dividends would be included in it.

The plaintiff contends, that his stock was not liable to be so attached, his ownership in the stock of the Washington County Bank having had its commencement anterior to the passage of the act aforesaid, which provides, that the individual stockholders in banks shall be liable for the debts of banks, in which they are stockholders, to the amount of the stock by them owned; because it was not competent for the legislature to create a liability, where none existed before, by an act having a retrospective operation. It may be well in the first place to *310ascertain whether the legislature, in passing the act of 1836, intended it should have a retrospective operation; if not, the defendants cannot resist the claim of the plaintiff. The language of it is general; without limiting it to those, who might thereafter become owners of stock; but, what they had not authority to do, we may well suppose they did not intend to do; and we cannot think that it requires the citation of authorities, or an elaborate course of reasoning, to prove that the legislature cannot have power to create a liability of an individual, for a debt for which he was not before liable ; nor can they authorize the attachment of the property of any one, and the disposition of it, to pay a debt, which he had not before contracted to pay. After the passage of the act of 1836, those, who became owners of stock, might well be considered as having become so with a view to, and an acquiescence in, the liability created by the act. But those who previously had become-owners of stock, when no such liability had been provided for, would certainly have a right to complain if their stock could be taken from them to pay a debt, for which they had not before been in any manner liable. It may be urged that stockholders, who receive a dividend of the capital stock, may be rendered liable in equity to contribute towards the payment of debts due from the corporation, in proportion to the amount of stock owned by each; but this is a very different affair from that of taking by execution the whole of an individual’s shares, when no such dividend has taken place, to satisfy a debt due from the corporation. However general the expressions may have been in the act of 1836, the conclusion, that it could not have been intended to subject the owners of shares in the capital stock of banks, who were such before the passage of that act, to liability to have their shares seized on execution for the debts of the corporation, it seems evident, that the legislature could not so have intended; for upon a revision of that enactment (Rev. Stat. c. 77, § 41) it is provided, that the private property of individual stockholders of banks, to the amount of such shares as they may have acquired in a bank, after the taking effect of the said act *311of 1836, shall be liable to be attached on mesne process, and levied upon in suits against the banks in which they are respectively interested. This can scarcely be regarded otherwise than as a legislative construction of the act of 1836 in this particular; and comes strongly in aid of what it would, independently, seem to be presumable as to the intention of that act. We come therefore unhesitatingly to the conclusion that the plaintiff’s shares were not in this case liable to attachment. The defendants, therefore, are, as agreed by the parties, to be defaulted, and judgment is to be entered for the amount of the dividend claimed, with interest thereon from the date of the writ.