Mitchell v. Beachy

Citations

• 104 Kan. 445
• 179 P. 365
• 1919 Kan. LEXIS 287

Syllabus

<p>SYLLABUS BY THE COURT.</p> <p>1. Contract — Stockholders of Bank — Agreement Relating to Purchase of Outstanding Shares of Stock. A contract entered into by the holders of all the stock of a bank except three shares, terming themselves “parties of the first part” and “party of the second part,” that should the three shares or any of them be purchased by the bank “or any part of them” each party to the instrument should be entitled to one-half thereof, and that when'all three shares should be purchased by the bank “each party to this contract” should own one-half of the stock thereof, was binding on the shareholders who executed the contract, and after each faction had bought one of such shares the purchase by one faction of the third share still left the other faction owner and entitled to control of one-half thereof.</p> <p>2. Bank Stock — Transfer—Method of Assignment. An officer of the bank owning five shares executed a written assignment for one-half of one share to the cashier, who was the second party to the contract referred to in, paragraph 1 hereof. Such assignment expressly authorized the proper officers of the bank to make the necessary transfer on the stock-certificate book, and the assignor promised to deliver the certificate for the five shares within a day or two, but failed so to do. Held, that the cashier in issuing to himself a certificate for the one-half share and in marking the old certificate' canceled when finally delivered acted within the authority expressed in the assignment.</p> <p>3. Same — Assistant Cashier Had No Authority to Issue Certificates of Bank Stock. When the assignment and transfer were executed, and made, the stock books showed the ássignor to be the holder of five shares, and the only method provided in the by-laws for the issuance of stock was by the act of the president and cashier. After the transfer was made, another officer of the bank and the assistant cashier • executed to the former a certificate for the five shar