Matteson v. Dent, 176 U.S. 521 (1900)

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Matteson v. Dent

No. 124

Submitted January 29, 1900
Decided February 26, 1900
176 U.S. 521

ERROR TO THE SUPREME COURT

OF THE STATE OF MINNESOTA

Syllabus

As a general rule, the legal owner of stock in a national banking association -- that is, the one in whose name stock stands on the books of the association -- remains liable for an assessment so long as the stock is allowed to stand in his name on the books, and consequently, although the registered owner may have made a transfer to another person, unless it has been accompanied by a transfer on the books of registry of the association, such registered owner remains liable for contributions in case of the insolvency of the bank.

The exceptions to this general rule, so far as established by decisions of this Court, are: (1) that where a transfer has been fraudulently or collusively made to avoid an obligation to pay assessments, such transfer will be disregarded, and the real owner be held liable; (2) that where a transfer of stock is made and delivered to officers of a bank, and such officials fail to make entry of it, those acts will operate a transfer on the books, and extinguish the liability, as stockholder, of the transferor; (3) where stock was transferred in pledge, and the pledgee for the purpose of protecting his contract caused the stock to be put in his name as pledgee, and a registry did not amount to a transfer to the pledgee as owner.

On October 31, 1864, Sumner W. Matteson became the owner of ten shares of capital stock of the First National Bank of Decorah, established in the City of Decorah, State of Iowa, and the shares were duly registered on the books of the bank in his name. In July, 1895, Matteson, whilst the stock was yet owned by him and still stood registered in his name, died intestate at St. Paul, Minnesota, where he resided, leaving surviving his widow and six children, two of whom were minors. The probate court of Minnesota having jurisdiction over his estate appointed an administrator, who filed an inventory in which was embraced the shares of stock in question. In September, 1896, a final account having been previously filed by the administrator, a decree turning over the estate, including the ten shares of stock, was entered. Under this decree, the widow and heirs took the ten shares of stock in indivision in proportion to their interest in the estate -- that is to say, the widow became the owner of an undivided third interest in the stock and each of the children, there being six, of a one-ninth interest therein, thus the widow owned three-ninths of the ten shares and each of the six children one-ninth. No notice of the death of Matteson or of the allotment in question was conveyed to the bank, nor was any transfer of the stock on the books of the bank operated at the time of the allotment or subsequent thereto. Indeed, under the proportions of undivided ownership of the stock in the widow and heirs, it was impossible to have registered on the books of the bank in the name of each owner separately according to their respective ownership in the ten shares without some further partition of the undivided ownership existing between them. It follows that the stock which stood on the books of the bank in the name of Matteson during his life continued to so stand after his death, so remained at the time of the allotment, and was so registered at the time this suit was brought. On November the 10th, 1896, the bank became insolvent and was closed by the comptroller of the currency, who on the 24th of November, 1896, appointed a receiver. In January, 1897, in order to pay the debts of the bank, under the authority conferred on him by law (Rev.Stat. § 5151), the comptroller made an assessment upon the shareholders of one hundred dollars upon each share, and proceedings for its enforcement were by him directed to be taken. The assessment not having been paid, although due notice was given to do so, the receiver sued in the state court of Ramsey County, Minnesota, the widow and children of Matteson, as next of kin, asking judgment for the amount of said assessment. The suit was in conformity to the General Statutes of 1894 of Minnesota, which, in sections 5918et seq., permitted an action to be brought against all or one or more of the next of kin of a deceased person, by the creditor of an estate, to recover the distributive shares received out of such estate, or so much thereof as might be necessary to satisfy a debt of the intestate or of his estate. Service was had only upon the widow and one of the children. A general demurrer to the complaint was filed and overruled, and the order so overruling the demurrer was, upon appeal, affirmed by the supreme court of the state. 70 Minn. 519. Thereafter the demurring defendants answered, setting forth in substance their nonliability to pay said assessment under the statutes of the United States governing the winding up of insolvent national banking associations. A motion for judgment upon the pleadings was thereupon made and granted, and judgment was entered in favor of the receiver against Louise M. Matteson and Charles D. Matteson, and each of them, in the sum of one thousand dollars with interest and costs. On appeal to the Supreme Court of the State of Minnesota, that court affirmed the judgment. 73 Minn. 170. A writ of error was allowed, and the judgment of affirmance is now here for review.