Planters Savings Bank Ex Rel. Bank of Gates v. Earley

168 S.E. 225, 204 N.C. 297, 1933 N.C. LEXIS 384

• Court: Supreme Court of North Carolina
• Decided: March 8, 1933
• Status: Published

Opinion

CONNOR, J.

The judgment in this action is affirmed on the authority of Trust Co. v. Roscower, 199 N. C., 653, 153 S. E., 560. In that case the sale and transfer by the insolvent bank of its assets of every kind, including the statutory liability of. its stockholders to its depositors and other creditors, to another bank, for purposes of liquidation, was approved not only by two-thirds of its directors and the Corporation Commission, but also by the holders of two-thirds of its capital stock. The approval of the sale and transfer of its assets by the stockholders of the selling bank was not required by the statute under which the sale and transfer was made, and added nothing to its validity. A valid sale and transfer of its assets may be made by a bank organized and doing business under the'laws of this State, to another bank, for purposes of liquidation, when the sale and transfer is approved, as to all its terms, by two-thirds of the directors of the selling bank and the Corporation Commission. The approval of the stockholders of the selling bank is not required by the statute. Sec. 4, chapter 47, Public Laws of North Carolina, 1927. The statute is not invalid for that reason.

This action involves primarily an accounting and for that reason is equitable in its nature. The accounting may be had only in the Superior Court. Trust Co. v. Leggett, 191 N. C., 362, 131 S. E., 752. All the stockholders of the insolvent bank are proper, if not necessary, parties. The complaint is not demurrable for misjoinder of parties or causes of action. No judgment can be rendered against any of the stockholders until the amount for which each stockholder is liable has been determined. This amount cannot exceed the par value of the shares of stock owned by him, but may be less. There is no error. The judgment is

Affirmed.