I find no answer in the record for the company, but counsel for Dunn says, in his brief submitted, that one has been filed at some time in the case by Hancock & West, attorneys for the railroad company; but, as shown above, it is immaterial for this decision. Let a judgment and a finding of "not guilty" be entered in favor of de. fendant Dunn, with costs.
RUNDEL V.LIFE Ass'N OF AMERICA,·
(Circuit Court, E. D. Louisiana. February 2iJ. 1882.)
Creditors of a corporation, who are at the same time members of it, as such members have assented to the laws of the state of its creation, which control the settlement of its affairs,upon its being dissolved; i. e., they have assented that the officers hy whom, and the place and manner, shall be such as the laws of that state provide. The effect of this contract and assent makes the territorial extent pf the authority of the person charged with the liquidation co-extensive with the authority of an assignee in bankruptcy, or a receiver of a national bank, springing from the territorial effect of a national law.
G. L. Hall, A. Goldthwaite, and W. S. Relf, for Superintendent of Insurance. Gus. A. Breaux, Flarry Fl. Hall, and Herma.n B. Magruder, for Louisiana creditors. BILLINGS, D. J. The defendant was a mutual life insurance COl'POtation, created and domiciled in the state of Missouri, but having agencies and transacting large business under its charter in this state and other states. It has a large fund in this state now in the hands of the receiver in this cause. The defendant Williams is a statutory officer of the state of Missouri, who, according to the charter of the corporation, upon its dissolution had vested in him all its property, and is charged with the duty of winding up its affairs. Relfe v. Rundle, 103 U. S. 222. The operation of this statute of Missouri, under the ruling of the supreme court, is that each policy-holder-no matter where he resides-signing the .constitution of the corporation, thereby assents to all of the provisions of the statutes of the state where the corporation is created, including that which vests all its property in the superintendent, and gives him authority to wind
-Reported by Joseph P. Hornor, Esq., of the New Orleans bar.
RUNDEL V. LIFE ASS'N OF AMERICA.
up its affairs. The corporation has been dissolved, and defendant Williams is in possession of its assets in Missouri under a decree rendered in a cause which was commenced prior to this cause. The contention is on the part of the compla,inants that as to the funds in the hands of the receiver the Louisiana creditors have a preference for payment, or at least the right to have them retained here in the hands of the receiver as security that the amount due them will be paid. The claim on the part of the s'uperintend ent is that, under the law creating the corporation, the affairs, and the whole of them, should, upon its dissolution, pass into his hands as au officer of the state of Missouri. The Louisiana creditors are such only by virtue of being policyholders, and the company is a mutual one. They are, therefore, stockholders, liable to become debtors in case there should be a deficiency of total assets over the debts, and capable of becoming creditors in case there should be an excess. As matter of fact, in this case, they will be creditors. But they are creditors only by virtue of being members of the corporation. It must be that as members of a cor· poration they have assented to the laws of the state of its creation, which, upon its being dissolved, control the settlement of its affairs; i. e., they have assented that the officers by whom, and the place and manner, shall be such as the laws of the state of Missouri prescribe. There must be a common method by which the amount due by or to each policy-holder shall be ascertained, and this must be done by a common representative. This is the contract to which the plaintiffs bound themselves when they subjected themselves to the operation of the organic law of the corporation by becoming members of it. They cannot, therefore, now ask the court to protect them in the exercise of a right which they expressly relinquished. The effect which is wrought by this contract and assent to the laws of the state of Missouri makes the territorial extent of the authority of the superintendent to administer co-extensive with the authority of an assignee in bankruptcYl or a receiver of a national bank, springing from the territorial effect of a national law. The decree must, therefore, be for the defendant Williams, as superintendent, directing the receiver, Fell, to turn over to him all the property of the corporation to be administered under the laws of the state of Missouri, and remitting the complainants to the court which decreed the dissolution. By reason of the consent which has been given in this cause, it must provide that before this is done all the v.l0,no.7-46
expenses of the administration up to this time, includiug the compensation of the receiver, Fell, and the costs in this cause, be paid by the defendant Williams, as trustee.
(Circuit Court, E. D. Louisiana. July 14, 1SS1.)
1. NATIONAL BANK-COMPTROLLER Olf THE CURRENCy-REv. ST.
§ 5234. The comptroller of the currency has no power to compound or settle claims of a national bank against its debtors; that requires the authority of the court, under Rev. St. § 5234. QUllJre, can be direct their discontinuance f NATIONAL BANK-LIABILITY OF STOCKIIOLDERS-REV. ST. 5151. under section 5151, Rev. St., owners of stock in a national bank are liable for its debts, and persons who bold themselves out or allow themselves to be held out as owners of stock, are also liable, whetber they own stock or not.
John D. Rouse and William Grant, for complainant. Thomas J. Semmes and Robert Mott, for defendant 1. K. Small. PARDEE, C. J. This is a suit brought by the receiver of the Crescent City National Bank against the defendants to compel the contribution of 70 per cent. on certain 50 shares of the stock of said bank, under the assessment of the comptroller of the currency, by virtue of section 5151, Rev. St. lt seems that, just prior to the failure of the bank, Keenan, one of the defendants, through a broker, sold· 50 shares of the stock. They were purchased by 1. K; Small, and p.aid for by him, as he says, fdr and on account of his sister, Miss E. M. Small, and were transferred on the books of the bank by Keenan to Miss Small. The plaintiff claims that this transfer, so far as the .putting of toe stock in the name. of Miss Small is concerned, was a sham, a simlll:ttion, and that 1. K. Small was the real purchaser; that this simulation was resorted to to avoid the liability of stockholders under the hLWS of the United States. It is shown that Miss Small resides in Maine; that she was spending the winter here, and was and is of no pecuniary responsibility, and was without means of her own to make the purchase, requiring $1,500; that 1. K. Small paid the purchase price, and, so far as it appears, has never been An examination of the evidence of 1. K. Small, taken in a former case, in relation to the !lame
*Hcported by Joseph P. Hornor, Esq., of the New Orleans bar.