The Evansville journal. [volume] (Evansville, Ind.) 1866-1870, 1868-05-23

transfer of the stock OF thls bank
shall be made, without the consent OF
the Board Of Directors, by any stock
holder who shall be liable to the
bank, either as principal, debtor, or
otherwise Since, then, a lien is net
expressly declared. can fair con-
struction imply oneI
Taking together the bylaw and the
provision Ia the articles of assOcla-
ton already cited, and taking also into
consideration the facts that DuU ker-
son subscrl bed the articles of associ-
alton, and that the provisions of the
bylaw are printed on the face of the
certificate by which he held this
stock, / think we must regard the
whole transaction as a contract be-
tween the bank and all the stock
holders. The rules of constituting
contracts are, therefore. applicable to
the question to be decided.
Now, it is a fundamental rule that
every contract shall if possible, be so
construed as to make It valid to some
purpose, and not void-lsst res Dtdgts
Udledt guam Dereat. This bylaw, con-
sidered as a contract, can have no va
lidiry whatever, and must be utterl =
nugatory, unless 1t was Intended to
create a lien. For certainly it cannot
be construed as intending to effect
anything else. And unless II so Oper-
ate, it can be Of no use for any pur-
pose IN the world What else could
have been intended by It? And does
not the very fact that it relates TO
debtors to the bank, and to nobody
else, raise fair presumption that It
must have been intended, by those
who made it, 10 some manner TO oper-
crate bene6cially to the bank on the
stock which Il forbade 10 be trans
ferred? But how could 1t operate
thus bene6cIally unless Il created
clear that we must either consider
this bylaw mere nulllty or a lien
on the stock In question. And l adopt
the latter alternative as far the more
reasonable.
In the case of Seggett VS. The Bark
of Sing Sing, q y. Y. IL. 2o3 it was
held that provision In the articles Of
a banking association, that the shares
of its stock shall not be transferable
till the shareholder shall discharge
all debts due by him to the associa-
ton. creates a lien as against the as
signee of the stock who takes il with
knowledge thereof while the share
holder is under contingent liability to
the bank as an indorser. AS this de-
cision was made under the free bank
ing law Of New York; law very
similar to the act Of Congress estab-
fishing National Banks, and exactly
like it so far as concerns the point In
question: deem it a very strong au-
thority in support Of the view which
/ have above expressed. And, upon
the whole, l entertain no doubt that
the by law in question, considered In
connection with the provision IN the
articles of association already no
ticed, creates a lien on DunkeTson's
stock for the debt due by him to the
Bank.
In pursuance Of the agreement of
the parties, | therefore order and
decree that the said Bank and as
signee sell the said stock, and IN due
form transfer the same to the pur-
chaser or purchasers thereof; that the
proceeds Of such sale be applied to
the payment of the bill Of exchange
mentioned In the agreed case submit
ted and that said bank be allowed to
make proof OF the residue Of said bill
after such payment with a view to
dividend for such residue out Of the
general fund Of the estate of the bank
rUpt
AL which is ordered to be certified.
Asa Igiehart, attorney for the Bank;
A. L. Robinson, attorney for the
Assignee.