Morris v. Glenn

SOMERVILLE, J. All the assignments of error in this case, except a single one, will be overruled, on the authority of Lehman, Durr & Co. v. Glenn, and Semple v. Glenn, decided at the present term. One other question is raised, by reason of the fact that the appellant, Morris, is shown to have accepted and transferred Ms certificate of stock, prior to the time the assessment here sued for was made by order of the Chancery Court of Richmond, Virginia, on March 26th, 1886. This transfer did not discharge his liability to be further assessed, by reason of the provisions of the Virginia statute. The corporation being organized in that State, the subscriptions of stockholders must be held to have reference to the laws of Virginia, as fully as if these laws were a part of the subscription. — 2 Morawetz Corp. (2d Ed.), § 874; McDonnell v. Ala. Gold Life Ins. Co., 85 Ala. 401. The Virginia statute provides, that “No stock will be assigned on the books without the consent of the company, until all the money which has become payable thereon shall have been paid; and in any assignment, the assignee and assignor shall each be liable for any installments which may have accrued, or which may thereafter accrite, and may be proceeded against in the manner before provided,” by action or motion. — Code of Va. (1849; 1860; 1873), Ch. 57, § 26. The precise point arose in McKim v. Glenn, 66 Md. 476, and again in Glenn v. Scott, 28 Fed. Rep, 804, decided by the United States Circuit Court of the Western District of Virginia, in September, 1886; and in each case, the statute was construed to continue in effect the liability of a transferror of stock, just as if no transfer had been made. The judgment is affirmed.