Heslin v. Eastern Building & Loan Ass'n

28 Misc. 376, 59 N.Y.S. 572

• Court: New York Supreme Court
• Decided: July 15, 1899
• Status: Published

Opinion

Gaynor, J.:

The 78 months mentioned in the certificate are an estimated period, though that is not so stated therein in so many words. The defendant’s corporate powers are limited by the statute under which it exists. It may not sell its shares for less than par under an agreement to take them back at par. That would be outside of its powers and a violation of its trust duties. Nor is it doing so. The contract between the plaintiff and the defendant has to be ascertained from the certificate issued to the plaintiff, the by-laws of the defendant, and the statutes of this state for the organization and operation of building and loan associations. From these the scheme under which the defendant issues shares for sale is found to be that they are to be paid for by monthly installments, and by the profits earned and apportioned to the shares meanwhile; such profits being retained by the defendant and credited to the purchaser. When the installments paid, plus such profits, amount to the par of the shares, they are paid for in full. As such installments and profits in this case amounted to only $687, it follows that the plaintiff made his claim prematurely. If less than 7 8 monthly installments plus the profits meanwhile had amounted to the par of the shares, the plaintiff would have had to pay only that lesser number of installments. The 78 monthly installments plus the profits not amounting to the par of the shares, they were not yet paid for, and the plaintiff had to continue to pay the monthly installments. The 78 installments were only estimated. They proved too few, but might have proved too many.

Ror do I see why the contract that the action must be brought in Onondaga County, R. Y., is not binding.

Judgment for defendant.