Brunswick T. Co. v. NAT. BK. OF BALTIMORE

Citations

• 192 U.S. 386
• 24 S. Ct. 314
• 48 L. Ed. 491
• 1904 U.S. LEXIS 960

Syllabus

<p>The additional liability of the shareholders of corporations depends oh the terms of the statute creating it, and as such a statute is in derogation of the common law it cannot be extended beyond the words used.</p> <p>Where the charter of a state bank provides for additional liability of the shareholders as sureties to the creditors of the bank for all contracts and debts to the extent of their stock therein, at the par value thereof, at the time the debt was created, a shareholder is not liable for a debt created . after he has actually parted with his stock and the transfer has been regularly entered on the books of the bank.</p> <p>Where the decisions of the highest court of a State show that it regarded the construction and application of a statute as open for review if another case arose, its prior determinations of the questions do not necessarily.have to be adopted and applied by the Federal courts in cases where the cause of action arose prior to any oí the adjudications by the state court.</p> <p>Section 1496 of the Georgia Code of. 1882, requiring shareholders of banks to publish notice of transfer in.order to exempt themselves from liability, does not apply to shareholders who have transferred their stock prior to the inception of the debts at the time of the failure of the institution. '</p>