Kent v. Love

*528 Holden, P. J., delivered the opinion of the court. J. S. Love, state superintendent of banks, sued K. C. Kent, a stockholder in the Bank of Carrollton, for six hundred dollars, the value of six shares of capital stock owned by Kent in the bank when it closed its doors and was taken over by the state superintendent of banks, under our state banking- law. After the bank failed it was ascertained by the superintendent that the bank was insolvent in that its assets were not sufficient to pa.y the depositors in full, whereupon demand was made upon the stockholders to pay to the superintendent the amount of the value of stock held by them under the double liability clause, which makes all stockholders of guaranteed deposit banks liable for -the value of the stock where the bank fails and the depositors cannot be paid with the assets of the bank. The chancellor rendered a decree against the stockholder, Kent, for six hundred dollars, the par value of his stock, with interest at the rate of six per cent, per annum from the date of the demand upon him for payment by the banking officer in charge of the bank in 1921. From this decree Kent appeals to this court. The question presented on this appeal is whether or not a stockholder in a bank which became a guaranteed deposit bank under the state banking law of 1914 (Laws 1914, chapter 124) and the amendments thereto of 1916 (Laws 1916, chapter 207) can be held liable for the par value of the stock owned by him when such bank fails and the assets are insufficient to pay the depositors where the stockholder knew nothing about the fact that the bank had voluntarily come under, and had operated under, the guaranteed deposit law for several years, all of which the stockholder had no knowledge of nor did *529 lie consent thereto by voting at any meeting of the stockholders to come under the operation of the law. The contention is made by the appellant that the decree for the amount of the par value of the stock owned by him in the failed bank should not have been rendered against him because he was one of the original subscribers to the stock when the bank was incorporated in 1890, and that under article 12, section 17, of the Constitution of 1869, which was then in force, which provided that “in all cases,'no stockholder shall be individually liable over and above the stock by Mm or her owned, unless so specified in the articles of association, or act of incorporation,” he (Kent) was exempt from double liability under the state banking law of 1914, because the latter law would impair the obligation of contract under the old charter and take .his property without due process of law in violation of the state and federal constitutions; that the record shows conclusively that the appellant stockholder knew nothing about the state banking law of 1914, nor did he know of or consent to the Bank of Carrollton coming under the operation of the guaranteed deposit law, and in no way did he as a stockholder authorize the bank to come under the banking law of 1914, and that therefore Ms rights under the original charter of the Bank of Carrollton, in 1890', should not be impaired, nor he be compelled to pay a double liability without due process of law. We do not think the position of appellant is maintainable. Our view rests upon the reasoning that when the bank voluntarily applied to the state board of bank examiners to be permitted to come under the state banking law and operate as a guaranteed deposit bank, the bank and all of its stockholders were bound by the action of the bank, and when after a resolution was duly passed by the stockholders to come under the guaranty system, as was done in this case, and the bank came under the law and operated under it for many years, receiving deposits on the faith that it was a guaranteed deposit bank, *530 the stockholder Kent became bound by the action of the bank and is now estopped to plead that the banking act would work a constitutional wrong against him by requiring him to meet the double liability imposed by the banking law. The action of a bank, through a resolution of a majority of its stockholders, when regular and legal, is binding upon the stockholders; and this is true whether or not the complaining stockholder, as in this case, consented to or1 had knowledge of the action of a majority of the stockholders, provided, of course, as here, that he had reasonable opportunity to attend and vote at such stockholder’s meeting’. Wo do not understand the law to be that a stockholder may absent himself from meetings of the stockholders of the bank, and then successfully complain of any lawful action taken by a majority of the stockholders in his absence. In the case before us the bank had the advantages of the guaranty system for a number of years, as provided by the banking act; and the appellant, Kent, as a stockholder of the bank, surely must have known something about how the bank was operating during this time; however, if he actually knew nothing about it, still, it is our judgment that hé ought to have known, and therefore is charged with knowledge, and was bound by the action of the bank through the stockholders, which brought the bank under the guaranty law. When the stockholders acted it was the' action of the bank and was binding upon all of the stockholders; and the appellant, Kent, by reason of his situation and conduct, is estopped from complaining of the liability imposed against him as a stockholder after the bank failed. The banking law of 1914, with the amendments thereto, has been upheld as constitutional by this court and by the supreme court of the United States. Bank of Oxford v. Love, 111 Miss. 703, 72 So. 133, 8 A. L. R. 894, affirmed 250 U. S. 603, 40 S. Ct. 22, 63 L. Ed. 1165. *531 "When a bank fails which has been operating under the guaranty law, a stockholder is liable for the par value of his stock if the assets of the bank are insufficient to pay the depositors; and as said in Pate v. Bank of Newton, 116 Miss. 666, 77 So. 601, the stockholder is “in a poor position to now -claim exemption from the effect of what he [voluntarily did.” Í The appellant is also liable for interest at the rate of six per cent per annum from the date that demand was made, January 21, 1921, at which time the fact was ascertained that the assets of the bank would not be sufficient to pay the depositors. The decree of the lower court is affirmed. Affirmed.