De La Cuesta v. Insurance Co. of N. A.

Citations

• 136 Pa. 62
• 20 A. 505
• 1890 Pa. LEXIS 1014

Syllabus

<p>(a) A stockholder of a corporation being about to make a written protest against the exaction from him of a bonus upon a subscription to a new issue of stock, the company’s president requested him not to write it, agreeing that, under his verbal protest, he should have whatever benefit any one should receive, under a written protest, by any suit:</p> <p>1. The effect of the president’s agreement was simply a waiver of a written protest, putting the stockholder in the same position he would have occupied if he had written out his protest in a formal manner; it was not an engagement that the stockholder might recover back the bonus paid by him if any one else should obtain such a recovery.</p> <p>2. Money voluntarily paid cannot be recovered back simply because the payment was made under protest. The only effect of a protest is to show the involuntary character of a payment procured by duress, and the intent to claim the money back: Cunningham's App., 108 Pa. 646, explained and distinguished.</p> <p>3. The coercion which will render a payment under protest involuntary, so that it may be recovered back, must consist of duress either of person or of goods. A mere denial of an incorporeal right, by which a man is placed in a “dilemma” and compelled to choose between conflicting views of the law, is not sufficient for that purpose.</p> <p>4. A stockholder, who has the right, under the law, to subscribe at par for a proportionate part of a new issue of stock, has an adequate remedy in damages for a refusal by the corporation to recognize that right; and a threat to sell such stock to others, unless he agree to pay more than par for it, will not constitute legal duress: Motz v. Mitchell, 91 Pa. 114, distinguished.</p>