German-American Mercantile Bank v. Foster

Tolman, J. This action was instituted to recover from appellant $500 and interest as superadded liability accruing by reason of his’ ownership of five shares of the capital stock of the respondent hank, of the par value of $100 each. From a judgment as prayed for, this appeal is taken. Appellant subscribed for, and became the owner of, the stock in question at the time of the incorporation of the bank in April, 1911. The hank was incorporated as [314] the German-American Bank, the amount of its capital stock not being shown in the record. In 1915, the bank filed amended articles of incorporation, changing its name to that of German-American Mercantile Bank, and increasing its capital stock to $200,000. Appellant opposed the making of these changes, but thereafter accepted the new stock certificate in lieu of the one first issued to him, which, on its face, shows the change of name, etc. In large part appellant’s defenses in the trial court, and assignments of error here are based upon the assumption that the German-American Bank ceased to exist in 1915, and' that the German-American Mercantile Bank was a separate and distinct corporate entity; and that the bank examiner, by permitting the latter to succeed the former and absorb the assets and assume the liabilities of the Mercantile National Bank, had caused the appellant to lose the value of his stock in the German-Ameriean Bank. Appellant’s affirmative answer and his cross-complaint based upon this theory, were, on motion, stricken by the trial court. We see no error in such ruling. There was but one corporation. The amending of its articles did not end its existence, or change appellant’s status as a stockholder; and if the amendment was effected as the statute requires (and it is not alleged otherwise) appellant was bound thereby whether he assented or not. Nor would an honest error in judgment on the part of the bank examiner, if there was such, and the permitting of the absorbing of another banking institution, though loss followed, be a defense to this action. All of the other points raised by appellant are decided against him in Hanson v. Soderberg, 105 Wash. 255, 177 Pac. 827. Still adhering, as we do, to the views therein expressed, a.rediscussion of the subject seems unnecessary. [315] Finding no error the judgment appealed from is affirmed. Parker, C. J., Holcomb, Main, and Mitchell, JJ., concur.