Fenton v. Peery Land and Livestock Co.

280 P.2d 452, 3 Utah 2d 156, 1955 Utah LEXIS 120

Opinion

HENRIOD, Justice.

Appeal from a judgment holding that non-assessable stock might become assessable if the articles of incorporation are amended by vote of a majority of the stock. Affirmed. Costs to respondents.

The articles provided for amendments in any manner or “respect conformable to the laws” and Title 16-2^45, U.C.A.1953 generally allows for amendments of the articles so long as personal liability of the shareholders is not changed.

Plaintiff’s contention that making non-assessable stock assessable violates Article I, § 10 of the U. S. Constitution which prohibits a state from enacting legislation impairing the obligation of contracts, cannot be considered as well taken, since such interdiction applies only to legislative, not judicial or corporate action.1

Although hardship may attend the plaintiff here, we can discern no legitimate reason at this time to reverse the lower court, after enunciating the rule that non-assessable stock, by proper amendment of the articles, might be made assessable 2 — a rule relied on by counsel and corporations for better than 30 years, and whose reversal would invite a terrific impact upon property rights resolved during that time in paying respect thereto.

McDonough, c. j., and crockett and WADE, JJ., concur. WORTHEN, J., concurs in the result.

2 . Weede v. Emma Copper Co., 58 Utah 524, 200 P. 517.