Bohmer & Osterloh v. City Bank of Richmond

Lacy, J., delivered the opinion of the court. F. W. Hanewinckel & Co. on the 27th of September, 1875, lent to Wm. M. Jones & Co. the sum of $1,100, and took for security for the said loan a certificate issued hy the City Bank for fifty shares of its capital stock and a power of attorney to transfer said stock; the stock appearing upon the face of the certificate to he “ transferable only on the hooks of the hank in person or by attorney on the surrender of the certificate.” The said Hanewinckel & Co. did not present the said shares of stock to the said hank and cause them to he transferred on the hooks of the bank either in person or by attorney, hut held them until after the failure of Jones & Co., in the year 1877; and when they were then presented to the hank, after the failure of Jones & Co., the hank informed them that the hank had a lien on the stock in question for a debt of Jones & Co. due the said hank, and refused to transfer the stock to the said assignees of Jones. In the year 1878 the City Bank brought its suit in chancery in the chancery court of the city of Eichmond against the said Hanewinckel & Co., the National Bank of Virginia, and the assignees in bankruptcy of Jones, to assert its lien on the stock in the hands of Hanewinckel & Co. and on fifty other shares in the hands of the said National Bank of Virginia, and to compel the surrender to the said hank of the shares so held, so far as the same might he necessary to pay off the lien of the hank for the debt due to it hy the said Jones & Co.; and on the 6th of July, 1880, the chancery court decreed accordingly, distributing the proceeds of the stock of Jones, first, to pay off the debt due the hank, and afterwards to the assignees of the stock according to the priority in time of their assignment. From this decree appellants appealed to this court. By the charter of the said City Bank it is provided that the said hank shall have a lien prior to all others upon any stock held hy any stockholder for any debt said stockholder may owe to the bank, and no stockholder is permitted to make a [448] transfer until his debt to the bank shall be paid, or secured to be paid to the satisfaction of the board of directors of the bank, and the stock is made transferable on the books of the bank only on the production and surrender of the certificate, and this was expressed on the face of the certificate of stock in question. The appellants insist that under the twenty-ninth section of chapter fifty-seven of the Code of 1873 they took the legal as well as the equitable title to the stock in question by virtue of the said assignment, and they cite the case of Bank v. Lanier, 11 Wallace, 374, and the case of Bullard v. The Bank, 18 Wallace, 589. But the general law as to chartered companies, providing for the transfer of stock, had been superseded by the act of 1870 incorporating the said City Bank, and of this act and the said charter of the said bank, they were bound to take notice when they undertook to deal with the stock of the said bank. See Angell and Ames on Corporations, section 355. It would have been a simple act of diligence for the appellants to have presented their certificate and applied for the transfer under and in accordance with the terms of the charter. If they chose to hold and not transfer the stock of the bank, they must hold the same subject to the lien of the bank under its charter. The bank was not bound to call for a surrender of its certificates of stock when it made a loan to its stockholders. The certificates gave notice to all holders how the transfer of the same could be completed, and the act of assembly incorporating the bank in question gave it the prior lien, which was not waived by leaving the certificates outstanding. See Petersburg Savings and Insurance Company v. Lumsden, 75 Virginia, 340. As to the cases named above of Lanier v. Bank, in 11 Wallace, and Bullard v. Bank, 18 Wallace, they in no way apply to this case. There, under the act of incorporation by which the banks came into being, the banks were expressly forbidden to discount, upon the faith of their stock, for their stockholders. And so marked is the policy of congress on this subject, that it does not allow a bank to become the purchaser or holder of its [449] shares at all, except to save a debt previously contracted, and then to hold the same only for six months. The hanks are expressly prohibited from making any loan or discount on the faith of their stock, and their loans did not give a lien on their stock. But the case in hand is wholly different. In this case the hank is given, by express mandate of the law of its existence, a prior lien on the shares of its stockholders for all loans or discounts to them, and the chancery court did not err in decreeing the first lien on the stock of Jones & Co., to he in the hank so far as its loans and discounts to Jones & Co. were concerned. And the said decree of the chancery court must he affirmed. Decree aeeirmed.