St. Paul daily globe. [volume] (Saint Paul, Minn.) 1884-1896, 1892-01-19
company, and had paid nothing whatever

company. and had paid nothing whatever
therefor.
of Finch ct al. on the ground that they were
liable on this stock; but the supreme court
reverses the decision of the lower court, and
lays down some very interesting law on the
subject.
The wilder Case.
1.-THE case against Wilder ct al. was brought
TO recover for the. value o! car company's
stock which belonged to Seymour Sabin &
Co, ana which Wilder ct al. received from
Seymour. Sabin & Co. i'll exchange for their
own stock in the latter company
y Since the failure of the car company, this
stock has become worthless, and the supreme
court while holding that technically Wilder
ct al. are obliged TO return the certificates,
yet as the stock is without any value. the
court says 1T is, therefore, little difficult
to see Nowhere is anything very important
at stake, especially as it appears that the
stock itself is no worse than valueless but the
complaint states 4 cause OF action tor at least
a technical conversion of the certificates of
shares. and for that reason was properly over
ruled
Meagher's Position.
1.-THE case against Meagher ct al. was based
stockholders in Seymour, Sahin Il Co., were
doubly liable on their stock. that is to say,
that, after having PAID in full for their stock,
they were liable to nay as much more to-
after its assets had been exhausted.
''Meagher & Co. appealed to the supreme
court on the ground. first. that section 3. artl
Gle 10 of the constitution was not intended
TO include ali the details of iegislations as
TO the double liability of stockholders. but
that it intended that the Legislature should
pass laws fixing how long Stockholder
should be liable after he sold his stock. and
fixing other details with regard to such liza
bllity.
The supreme court holds in effect in this
case that the stockholders in every corpora
ton existing under the laws of this state, in
Guiding railroads and others. are doubly la
bic. except III manufacturing or mechanical
companies. and that no laws passed by the
legislature limiting Or regulating that liabil-
ity are of any validity whatever.
The effect of this decision upon Meagher
ct al. is not serious for the reason that they
not only claim that the alleged debts of Sey
mour, Sabin IL Co. are bogus, but thai they
surrendered % per cent of their stock before
any OF the debts were contracted
Amount sued For.
The amount sued for in these three cases
was, altogether, Si955.000, but the effect of
these decisions, as l understand them, in
connection with the facts as they exist, re-
duces this enormous claim down to Si50,000,
OF which the clients whom / represent, name
ly, George K. Finch, A. H. Wilder John +.
Meagher. 2. H. Kelly, John Kerwin. GotZiau
estate, and Thompson estate are liable alto
geTher Tor Sl7,700
las to this liability we have what we con-
slider the very best of defenses which we are
at liberty 10 interpose by answer and evil
dence when the cases go back to the lower
court. | presume, however, that the thTaSher
company will continue to urge its extrava-
CANT claims, but if it gets cut down as much
the next time it goes 10 the supreme court as
1t has this time the balance will be on the
wrong side.
LAS these appeals were simply from de-
murrers to the complaints in each case. and
as the supreme court in the Finch case has
heiu The law TO be against the thresher COM
pauy upon its own statement of facts, and i'll
the Wilder case has held tina: the only con-
troversy left unfinished is the worthless GER
tificates of stock of the insolvent car compa-
ny, which my clients are able to surrender if
necessary. The further prosecution OF those
Two cases does not look like a serious matter.
In the Meagher case. the court having
held that the double liability exists. we have
the right to answer in the lower court,
and introduce evidence that the claims
against Seymour. Sabin & Co. are bogus. and
were entirely unauthorized by the company
or by its directors. and hence not entitled to
Enforce Amy Liability
of any kind. II is not certain. however. in
the double liability case, whether we shall
go back 10 the lower court at once, or first
go TO the supreme court Of the United States.
Il think thai this double liability decision
VIII nave very serious effect in this state.
as 1t really means as l understand it, that
where railroad companies or other corpora
tons have given twenty or tifty-year bonds
that any man who was a stockholder in such
corporation at the time the bonds were given
VIII continue TO be liable for The payment of
those bonds for the full term Of twenty or
fifty years, as the case may be- even though
he should sell his stock to responsible pur
chaser the next day after the bonds were
issued and have nothing further to do with
the company.
This Is only one of the many far-reaching
efectS which it seemed 10 me would neces-
sariIy follow from decision that the consti-
tuition of 1857 created then and there a double
liability OF stockholders unlimited as to time
anG unlimited as TO every other particular.