The opinion of the Court was delivered by
Eenner, J.
This is a suit upon the same bond which was involved in two suits heretofore decided by this Court, viz:
Workingmen’s Accommodation Bank vs. Converse, 29 Ann. 369, and Workingmen’s Bank vs. Converse, 33 Ann. 963.
The bond was originally given to the Workingmen’s Accommodation Bank and the first suit was brought in that name as a corporation ; but it was held that the then plaintiff was not a corporation and could not maintain the suit as such, and the suit was dismissed, reserving the rights of the individual members of the association to sue in their own names. 29 Ann. 369.
The second suit was brought by a different plaintiff, called the Workingmen’s Bank, which claimed to be a corporation and to have succeeded to the ownership of the claim sued on.
Its corporate capacity and its proprietorship of the claim were both put at issue, and, holding that neither was established by sufficient evidence, a judgment of non-suit was entered. 33 Ann. 963.
Since that period, the Workingmen’s Bank has passed under judicial liquidation, and the present x>l»intiffs are its official liquidators. Sundry exceptions were filed of which the only ones requiring notice are, in substance, the following:
1.That the Workingmen’s Bank was never a legal corporation and that plaintiffs could not stand in judgment as liquidators of a corporation which never existed.
2.That the proceedings under which plaintiffs claim to act as liquidators were null and void.
3.That plaintiffs and the alleged corporation of which they claimed to bo liquidators were with out right, title or interest in the bondsuedon.
These exceptions, after having been submitted to the judge in limine, were by him referred to the merits.
Answer was filed, under due objection and protest against this reference, containing a general denial, and the case went to trial on exceptions and merits together, resulting in a judgment for plaintiffs.
Grave complaint is urged against the action of the judge in refusing to decide the exceptions in limine, and in cumulating them with the merits.
[486]*486So far as the first two exceptions were concerned, Ms course was certainly irregular. They were of a nature having no connection with the merits of the controversy and should have been decided in limine; bnt, as the exceptions a.re before us for review and as we can determine them, we see no practical ground for complaint.
As to the third exception putting at issue plaintiffs’ ownership and title to the right sued .on, we think the judge had the right to treat it as a defense to the merits and to cumulate it with the latter, as involving a question of fact which the plaintiffs might be required to prove as an essential to his-right of recovery. Questi vs. Griffe, 3 La. 307; Burns vs. Hayne, 13 La. 13; Haynes vs. Carter, 9 Ann. 265.
As to the corporate capacity of the Workingmen’s Bank, the evidence which was wanting in the 33 Ann. case, is here furnished, viz : the notarial act of incorporation and the act of the General Assembly No. 113 of 1874.
If the former stood alone, it might give rise to the same questions which were presented in the 29 Annual case; but it is a grave mistake to suppose that the decision there would operate as res judicata upon the corporate capacity of the Workingmen’s Bank, the latter having been, in no manner, a party thereto. That decision is entitled to the force of a precedent and no more. It has no application to the case presented by the Workingmen’s Bank. The ground of the decision was, that the Accommodation Bank had not complied with the conditions precedent essential to the creation of a corporation under the Free Banking law of this State. Those conditions precedent are expressly mentioned in the opinion, and a reference to the act here presented will show that they have all been complied with.
The court did not sustain the exception that the free-banking law of the State was suspended by the Acts of Congress authorizing the issuance of greenbacks and national bank notes; and we think that the only effect of the Federal upon the State law was to restrain the issuance of circulating notes, which was not essential to the creation or existence of a banking corporation under the free banking act. But, in any event, the legislative Act No. 113 of 1874 would seem sufficient to remedy any defects in the original act and to endow it fully with corporate capacity; though it is not necessary so to hold.
We are, therefore, of opinion that the exception to the corporate capacity of the Workingmen’s Bank was not welL taken.
As no other objection is pointed out to the validity of the proceedings under which the plaintiffs were appointed liquidators, the exception to their capacity, as such, likewise falls.
[487]*487We now approach the question of plaintiffs’ title to the obligation sued on or to any interest therein.
The decision in 29 Ann. ¡'69, undoubtedly acts as res judicata in the strictest sense, upon the questions: first, that the nominal obligee of the bond, the “Workingmen’s Accommodation Bank” was not a corporation ; second,, that the real obligees on the bond were the members composing that association, who alone had the right of enforcing it, and to whom, in the proportion of their respective interests, the bond belonged.
Those were questions presented and finally determined in a case between the obligors and obligees on the bond; and it is vain now to attack that decision on the ground of error.
It follows inexorably, that no one can claim any right or interest under this bond unless supported by membership of the association known as the Workingmen’s Accommodation Bank or by title derived from such members. No portion of the members was competent to transfer the rights of the others without their consent; nor was the legislature itself competent to make such a transfer.
It is therefore evident that, neither by its act of incorporation nor by the subsequent act of the legislature, did the Workingmen’s Bank acquire the interests of any members of the former association except of those who expressly assented to those proceedings.
The judgment of the lower court, which recognizes the' plaintiffs as entitled to full recovery on the bond and was no doubt based upon the ownership of the Workingmen’s Bank, as successor of the former association, under its charter, is manifestly incorrect.
Nevertheless, under the pleadings, the plaintiffs claim that the bank is the assignee of the rights in the bond of the original owners.
It had the right to prove such assignments and to the extent of such proof it is entitled to recover.
The membership in the Accommodation Bank was represented by 3434 shares of stock, belonging to numerous persons.
It is claimed that the Workingmen’s Bank has acquired ownership or direct representation of 3294 of these, and evidence is found in the record tending to establish this claim. This evidence has not been passed upon by the judge a quo.
It consists, in large measure, of the books of the Workingmen’s Bank itself, which the judge admitted in evidence over the objection and exception of defendants. This was error.
Free access — add to your briefcase to read the full text and ask questions with AI
The opinion of the Court was delivered by
Eenner, J.
This is a suit upon the same bond which was involved in two suits heretofore decided by this Court, viz:
Workingmen’s Accommodation Bank vs. Converse, 29 Ann. 369, and Workingmen’s Bank vs. Converse, 33 Ann. 963.
The bond was originally given to the Workingmen’s Accommodation Bank and the first suit was brought in that name as a corporation ; but it was held that the then plaintiff was not a corporation and could not maintain the suit as such, and the suit was dismissed, reserving the rights of the individual members of the association to sue in their own names. 29 Ann. 369.
The second suit was brought by a different plaintiff, called the Workingmen’s Bank, which claimed to be a corporation and to have succeeded to the ownership of the claim sued on.
Its corporate capacity and its proprietorship of the claim were both put at issue, and, holding that neither was established by sufficient evidence, a judgment of non-suit was entered. 33 Ann. 963.
Since that period, the Workingmen’s Bank has passed under judicial liquidation, and the present x>l»intiffs are its official liquidators. Sundry exceptions were filed of which the only ones requiring notice are, in substance, the following:
1.That the Workingmen’s Bank was never a legal corporation and that plaintiffs could not stand in judgment as liquidators of a corporation which never existed.
2.That the proceedings under which plaintiffs claim to act as liquidators were null and void.
3.That plaintiffs and the alleged corporation of which they claimed to bo liquidators were with out right, title or interest in the bondsuedon.
These exceptions, after having been submitted to the judge in limine, were by him referred to the merits.
Answer was filed, under due objection and protest against this reference, containing a general denial, and the case went to trial on exceptions and merits together, resulting in a judgment for plaintiffs.
Grave complaint is urged against the action of the judge in refusing to decide the exceptions in limine, and in cumulating them with the merits.
[486]*486So far as the first two exceptions were concerned, Ms course was certainly irregular. They were of a nature having no connection with the merits of the controversy and should have been decided in limine; bnt, as the exceptions a.re before us for review and as we can determine them, we see no practical ground for complaint.
As to the third exception putting at issue plaintiffs’ ownership and title to the right sued .on, we think the judge had the right to treat it as a defense to the merits and to cumulate it with the latter, as involving a question of fact which the plaintiffs might be required to prove as an essential to his-right of recovery. Questi vs. Griffe, 3 La. 307; Burns vs. Hayne, 13 La. 13; Haynes vs. Carter, 9 Ann. 265.
As to the corporate capacity of the Workingmen’s Bank, the evidence which was wanting in the 33 Ann. case, is here furnished, viz : the notarial act of incorporation and the act of the General Assembly No. 113 of 1874.
If the former stood alone, it might give rise to the same questions which were presented in the 29 Annual case; but it is a grave mistake to suppose that the decision there would operate as res judicata upon the corporate capacity of the Workingmen’s Bank, the latter having been, in no manner, a party thereto. That decision is entitled to the force of a precedent and no more. It has no application to the case presented by the Workingmen’s Bank. The ground of the decision was, that the Accommodation Bank had not complied with the conditions precedent essential to the creation of a corporation under the Free Banking law of this State. Those conditions precedent are expressly mentioned in the opinion, and a reference to the act here presented will show that they have all been complied with.
The court did not sustain the exception that the free-banking law of the State was suspended by the Acts of Congress authorizing the issuance of greenbacks and national bank notes; and we think that the only effect of the Federal upon the State law was to restrain the issuance of circulating notes, which was not essential to the creation or existence of a banking corporation under the free banking act. But, in any event, the legislative Act No. 113 of 1874 would seem sufficient to remedy any defects in the original act and to endow it fully with corporate capacity; though it is not necessary so to hold.
We are, therefore, of opinion that the exception to the corporate capacity of the Workingmen’s Bank was not welL taken.
As no other objection is pointed out to the validity of the proceedings under which the plaintiffs were appointed liquidators, the exception to their capacity, as such, likewise falls.
[487]*487We now approach the question of plaintiffs’ title to the obligation sued on or to any interest therein.
The decision in 29 Ann. ¡'69, undoubtedly acts as res judicata in the strictest sense, upon the questions: first, that the nominal obligee of the bond, the “Workingmen’s Accommodation Bank” was not a corporation ; second,, that the real obligees on the bond were the members composing that association, who alone had the right of enforcing it, and to whom, in the proportion of their respective interests, the bond belonged.
Those were questions presented and finally determined in a case between the obligors and obligees on the bond; and it is vain now to attack that decision on the ground of error.
It follows inexorably, that no one can claim any right or interest under this bond unless supported by membership of the association known as the Workingmen’s Accommodation Bank or by title derived from such members. No portion of the members was competent to transfer the rights of the others without their consent; nor was the legislature itself competent to make such a transfer.
It is therefore evident that, neither by its act of incorporation nor by the subsequent act of the legislature, did the Workingmen’s Bank acquire the interests of any members of the former association except of those who expressly assented to those proceedings.
The judgment of the lower court, which recognizes the' plaintiffs as entitled to full recovery on the bond and was no doubt based upon the ownership of the Workingmen’s Bank, as successor of the former association, under its charter, is manifestly incorrect.
Nevertheless, under the pleadings, the plaintiffs claim that the bank is the assignee of the rights in the bond of the original owners.
It had the right to prove such assignments and to the extent of such proof it is entitled to recover.
The membership in the Accommodation Bank was represented by 3434 shares of stock, belonging to numerous persons.
It is claimed that the Workingmen’s Bank has acquired ownership or direct representation of 3294 of these, and evidence is found in the record tending to establish this claim. This evidence has not been passed upon by the judge a quo.
It consists, in large measure, of the books of the Workingmen’s Bank itself, which the judge admitted in evidence over the objection and exception of defendants. This was error. The books of that corporation may be very good evidence of the ownership of its own [488]*488stock; but we cannot see how they can be received to establish its acquisition of the interests of members in the former concern.
It is useless to decide this case by piecemeal; or to comment on other evidence.
The task devolving on plaintiffs is to establish, by competent evidence, the extent to which they own, or represent the owners of the stock in the Workingmen’s Accommodation Bank. To the extent of the interest so established, they may maintain an action on this bond and recover their proportion of the total liability of the defendants thereon.
As these matters have not yet been passed on by the lower court, we will reverse the judgment and remand the case for further proceedings in accord'ance with the views herein expressed.
It is, therefore, ordered, adjudged and decreed, that the judgment appealed irom be annulled, avoided and reversed; and it is now decreed that this case be remanded to the lower court for further proceedings according to law and to the views herein expressed.