Peoples Bank & Trust Co. Ex Rel. Wayne National Bank v. Roscower

155 S.E. 560, 199 N.C. 653, 1930 N.C. LEXIS 208

• Court: Supreme Court of North Carolina
• Decided: November 5, 1930
• Status: Published

Opinion

OoNNOR, J.

The sale and transfer of its assets by the Peoples Bank and Trust Company to the Wayne National Bank, on 30 April, 1927, for the purpose of its liquidation, was authorized by statute. Section 15 of chapter 4, Public Laws of 1921, as amended by chapter 47, Public Laws of 1927, and by chapter 73, Public Laws of 1929, is as follows:

‘Whenever the Corporation Commission shall approve it, any bank may sell and transfer to any other bank, either State bank or National bank, all of its assets of every kind, including stockholders’ liability, upon such terms as may be agreed upon and approved by the Corporation Commission and by two-thirds vote of its board of directors. A certified copy of the minutes of any meeting at which such action is taken, under the oath of the president and cashier, together with a copy of the contract of sale and transfer, shall be filed with the Corporation Commission. . The purchasing bank may institute suit against the stockholders in the name of the selling bank as plaintiff at any time within three years from the date of the sale and transfer and judgment in the action shall be a lien against each stockholder for the amount of stock liability.”

The essential provisions of this statute were in force on 30 April, 1927. The amendment by chapter 73, Public Laws 1929, was for the purpose of correcting a typographical error in chapter 47, Public Laws 1927, and had no other effect. It is significant, however, as showing legislative construction that section 15 Public Laws 1921, as amended by chapter 47, Public Laws 1927, had not been repealed, altered .or amended by chapter 113, Public Laws 1927.

This action by the Peoples Bank and Trust Company to the use of the Wayne National Bank is expressly authorized by the above-quoted statute. It appears from the allegations of the complaint, which are admitted by the demurrer, that the facts stated therein are sufficient to constitute a cause of action on which plaintiff is entitled to recover of the defendant. The contention of the defendant that chapter 113, Public Laws 1927, supersedes tbe statute by which the sale and transfer of its assets by the Peoples Bank and Trust Company to the Wayne National Bank was authorized, cannot be sustained. The procedure prescribed by said statute, which is now C. S., 218(c) for the liquidation of an insolvent banking corporation and for the assessment of the amounts for which its stockholders are liable under C. S., 219(a), is not applicable, when the liquidation is under section 15, Public Laws 1921, as amended by chapter 47, Public Laws 1927, and by chapter 73, Public Laws 1929.

There is no error in the judgment overruling the demurrer in the instant case and allowing defendant to file an answer to the complaint. The judgment is

Affirmed.