First National Bank v. Northup

Citations

• 82 Kan. 638
• 109 P. 672
• 1910 Kan. LEXIS 315

Syllabus

<p>SYLLABUS BY THE COURT.</p> <p>1. Corporations — Liability of Stockholders — Shares Nominally Paid Up- — Notice to Creditors. Where at the time of the organization of a corporation stock is issued at a discount, less than par being received for shares that are nominally paid up, the company agreeing that no further payment shall be demanded, the ordinary rule is that the stockholder assumes a liability, so far as is necessary for the protection of creditors who have become such without notice of such arrangement, up to the point where his total contribution to the corporate funds equals the face value of his stock.</p> <p>2. --Liability of Holders of Shares Issued for Property Worth Less than Face Value of Stock.- Where stock purporting to be fully paid up is issued in exchange for property that the parties to the transaction agree is worth a fixed amount, which is less than the face of the stock, creditors of the corporation have a right to look to the stockholder to the same extent as though he had obtained his stock by the payment in cash of the amount so agreed upon.</p> <p>3. -Same. Where the stockholders of a corporation agree that a new corporation shall be formed, to which shall be transferred a part of its property, in return for a division of the capital stock of the new company among the members of the old one, in proportion to their interest therein, and further agree that the property is worth a stated amount and that anyone not caring to receive stock shall be paid in cash on that basis, and this arrangement is carried out, the holders of stock so acquired are liable to corporate creditors to the same extent as though they had paid cash therefor on the basis of such valuation.</p> <p>4. -- Notice to Corporation — Knowledge of Officer Having a Personal Interest. Where a bank has lent money to a corporation the stock of which is nominally but not actually paid in full, its right to look to the stockholders for repayment to the extent to which they have