180 Ill. 608 | Ill. | 1899
delivered the opinion of the court:
The right of a shareholder to surrender his shares and receive the withdrawal value thereof is a peculiar feature of associations of this character. The statute under which such associations are incorporated secures to the holders of shares of stock therein the right to withdraw such shares under certain specified terms and conditions. It becomes the duty of their boards of directors to adopt by-laws under which the right may be exercised. Withdrawal of stock is but the mode of apportioning to a withdrawing member his share of the assets of the corporation before his stock has reached maturity value, and if by-laws are so framed that an unequal distribution results, the injury is not to the company as a corporate entity distinct from its shareholders, but to the non-withdrawing members. The belief that the affairs of the association have not been well managed, that investments of capital have been unwisely made and that loss is likely to ensue, or that securities for investment have shrunk in value, or that loss has already resulted, perhaps frequently 'moves shareholders to withdraw their stock; and even though the facts upon which the belief is based are of such potency in the mind of the withdrawing member as to convert belief into what may be deemed knowledge, such shareholder is not thereby deprived of the right of withdrawal when the like right may be availed of by stockholders who are moved to withdraw for the reason they believe their capital may be more profitably invested, or because they have occasion to apply their money to other uses, or for other reasons. The motive which .induces the member to withdraw could not operate to injuriously affect the association. One who, in compliance with the statute and by-law made in pursuance thereof, has exercised the right to surrender his shares of stock and has received the amount he became entitled to receive therefor, may have injuriously affected the right of his fellow-shareholders, but he has not injured the association as an entity distinct from its members. Therefore he cannot be required by the association to rescind the transaction and refund the amount so received on the ground, alone, the association was then insolvent and the distribution was unjust to non-withdrawing members. If any right of action exists it is in the members who remain and who suffer by the withdrawal.
The powers of the appellant receiver are not defined by statute. They are, therefore, such, only, as are conferred by courts of equity, under their equitable jurisdiction, upon receivers appointed by such courts. As receiver he represents the corporate body, and not its shareholders. He succeeds to all rights of action which had accrued to the corporation, but not to rights of action which rested in the shareholders. If it were still solvent, in full operation and no receivership had been constituted, the association could not maintain an action against the appellee to recover the sums paid on the stock withdrawals. The right of action, if any, rests in the stockholders of the association,—not in the receiver thereof. (Bouton v. Dement, 123 Ill. 142; Republic Life Ins. Co. v. Swigert, 135 id. 150; Field on Corporations, sec. 419; 20 Am. & Eng. Ency. of Law, 285, 286; Butterworth v. O'Brien, 39 Barb. 192.) The fact that the appellee accepted a note due from him to the association in payment of the amount of the withdrawal value of certain of his shares of stock had no effect to vest the right of action in the association. The withdrawal value of the shares having been ascertained, under the provisions of the statute and the by-laws it was entirely within the power of the parties to apply such value to the payment of the note.
Cases cited holding that after the insolvency of a building and loan association has been judicially declared, a shareholder cannot discharge his indebtedness to the association with its stock, have no application here. The distinction is, that in the case at bar the value of the stock was determined according to the bylaws of the association, and the appellant had the right to demand the amount so determined should be paid him in money, and in the cases cited the associations were insolvent and the stock had no known or adjustable value, and its holder had not the right to demand any sum from the association in payment for his stock, but was required to await the adjustment of the affairs of the association and accept such sum for his stock as he should be found entitled to upon due administration of the receivership. The fact the relation of stockholders in a building and loan association is in many of its aspects that of co-partners has no potency to invest the association with the right of action to compel re-payment of an amount received by a shareholder on withdrawal of his stock. The assignee or receiver of the assets of a co-partnership has no power to bring suit in equity or an action at law against the partners to recover amounts due from them to the firm. Lund v. Skanes Enskilda Bank, 96 Ill. 181.
The judgment of the Appellate Court is affirmed.
Judgment affirmed.