Opinion
13633
May 9, 1933.
Before DENNIS, J., Bamberg, August, 1931. Affirmed.
Action by the South Carolina Savings Bank, as receiver of the Bamberg Banking Company, against Mrs. Clara H. Spann. Judgment for plaintiff, and defendant appeals.
Mr. W.C. Wolfe, for appellant, cites: Relation between stockholder and corporation is contractual in nature: 53 S.C. 590; 103 S.C. 67; 140 S.C. 39; 7 R.C.L., 256, 261-267. When stock is considered cancelled: 79 S.C. 5; 66 S.C. 491; 53 S.C. 583; 31 S.E., 673; 69 A.S.R., 888; 10 L.R.A. (N.S.), 903; 19 L.R.A. (N.S., 210; 55 S.C. 78; 32 S.E., 758; 158 S.C. 419; 145 S.C. 122; 159 S.C. 395; 157 S.E., 139. Contracts made by minor are merely voidable: 134 S.C. 59; 131 S.E., 319; 14 C.J., 509; 14 C.J., 1014. Decisions construing statute become part thereof: 280 U.S. 496; 50 S.Ct., 176; 74 L.Ed., 575; 69 A.L.R., 661.
Mr. E.H. Henderson, for respondent, cites: Assent is necessary to become stockholder: 133 U.S. 138; 33 L.Ed., 531; 10 S.Ct., 290; 75 Fed., 797. As to minor owning stock: 131 Fed., 363; 280 U.S. 496; 74 L.Ed., 575; 159 S.C. 398; 162 S.C. 170; 164 S.C. 438; 162 S.C. 171. As to contract for third person: 89 S.C. 11; 71 S.E., 298; 166 S.C. 277; 94 S.C. 125; 136 S.C. 213; 139 S.C. 419.
May 9, 1933. The opinion of the Court was delivered by
On May 9, 1929, the defendant, Mrs. Clara H. Spann, a stockholder in the Bamberg Banking Company, gave to her infant granddaughter, Jacquelin Gobold, her stock in that institution of the par value of $3,850.00, and caused it to be transferred to the minor on the books of the bank and a new certificate of stock for that amount issued her. In 1931 the Bamberg Banking Company became insolvent, and was placed in the hands of a receiver for liquidation. Thereafter this action was brought to collect from the defendant her alleged stockholder's liability. The matter was heard by his Honor, Judge Dennis, who gave judgment as prayed for in the complaint, and the case is now here on appeal.
The question raised has already been adjudicated by this Court. Fischer v. Chisholm, 159 S.C. 395, 157 S.E., 139; Rutledge v. Stackley, 162 S.C. 170, 160 S.E., 429, 78 A.L.R., 427; Conner v. McSween, 164 S.C. 438, 162 S.E., 434. Counsel for appellant, however, obtained permission to criticize these decisions, and, because of the earnest and forceful argument submitted, we have again given the entire matter careful study and consideration. We find no good cause, however, for modifying or overruling the conclusions reached in these cases.
The appellant also contends that she was never liable as a stockholder in the Bamberg Banking Company, for the reason that the Legislature in 1885 passed an Act abolishing stockholders' liability (Acts of 1885, page 373), and, the provisions of the Constitution of 1868 with reference thereto not being self-executing ( Parker v. Bank, 53 S.C. 583, 31 S.E., 673, 69 Am. St. Rep., 888), there was no such liability when the Bamberg Banking Company was established by special Act of the General Assembly in 1886 (19 St. at Large, p. 529). This contention is without merit. The original charter of the Bamberg Banking Company, being for only thirty years, was renewed in 1916, and was amended in 1919 and again in 1923. It is evident, therefore, that the bank holds its charter subject to the pertinent provisions of the Constitution of 1895 and Acts pursuant thereto.
The order appealed from is affirmed.
MR. CHIEF JUSTICE BLEASE and MR. JUSTICE BONHAM concur.
MR. JUSTICE CARTER did not participate.