Eastern Building & Loan Ass'n v. Williamson
189 U.S. 122 (1903)

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U.S. Supreme Court

Eastern Building & Loan Ass'n v. Williamson, 189 U.S. 122 (1903)

Eastern Building and Loan Association v. Williamson

No. 162

Argued January 28, 1903

Decided March 23, 1903

189 U.S. 122

Syllabus

Courts of one state do not take judicial notice of the laws of another state, whether written or unwritten. Statutes and decisions must be proved as facts, but, when proved, their construction and meaning are for the consideration and judgment of the court, and the fact that an attorney of the enacting state has testified without contradiction as to the construction of a law of that state floes not conclude the court and make it its duty to find as a fact that such was the true construction.

Page 189 U. S. 123

While this Court does not take judicial notice of the decisions of the courts of one state in a case coming from the courts of another state, it may properly refer to the opinion of the highest court of a state as to the construction of a statute of that state when such statute is involved in a case before this Court, and this applies to a decision rendered after the judgment appealed from was rendered.

The construction given by the Supreme Court of South Carolina and by the Court of Appeals of New York to the building and loan law of New York, to the effect that it does not relieve a building and loan association from an obligation to pay the full par value of certificates at a date stated therein, whether earned or not, commends itself to this Court as a correct construction thereof.

This action was commenced on January 12, 1898, in the Circuit Court of Darlington County, South Carolina, by Bright Williamson against the Eastern Building & Loan Association of Syracuse, New York, to recover the face value of twenty-five shares of stock in the defendant association, less a sum theretofore borrowed by the plaintiff from the association. Judgment in his favor for the full amount claimed was rendered in the trial, affirmed by the supreme court of the state, 62 S.C. 390, 38, and thence brought here on this writ of error.

The case is similar to that of the same plaintiff in error v. Ebaugh,185 U. S. 114. Here, as there, the stock certificates contained an absolute promise to pay "the sum of one hundred dollars for each of said shares at the end of seventy-eight months from the date hereof." Here, as there, circulars were shown to the plaintiff to induce his subscription, one of which contained this statement:

"For the investor"

"This association issues three classes of certificates, designated as installment, paid-up, and fully paid. All of which are guaranteed to mature in six and one-half years."

"Amply secured by first mortgages on real estate."

"Paid-up stock doubles in six and one-half years."

"Fully paid certificates guaranteed."

"Quarterly dividends, 7 percent per annum."

"For the borrower"

"This association has no auction sales. "

Page 189 U. S. 124

"No bidding for loans."

"And a definite time for repaying a loan."

Another, the following:

"Only association giving investor and borrower definite maturity contract in seventy-eight months. Only association issuing definite contracts."

The defendant pleaded that there was no absolute promise to pay at the end of seventy-eight months, but only an estimate of the time at which the stock would mature; that an absolute promise to pay at the end of seventy-eight months was inconsistent with the nature of the corporation as a mutual company, and against the provisions of its charter and bylaws, and also illegal by the laws of New York under which the company was incorporated.

On the trial before a jury, defendant, in support of its answer, introduced the charter and bylaws of the company, the statutes of New York under which it was incorporated, certain decisions of the courts of that state, and the testimony of the assistant secretary and actuary of the defendant that the shares of stock had not, in fact matured; also the deposition of its general attorney, who, after affirming his familiarity with the law of that state regarding building and loan associations, of which, as he said, he had made a special study, testified that, under the defendant's articles of incorporation and bylaws, and the laws and decisions of New York, the heretofore-referred-to clause in the certificate of stock "is not to be construed or held as a guaranty period of maturity, but, on the other hand, an estimated period," and that the association is not required to pay the face value of the certificates until "the amount paid by the plaintiff on his shares of stock, augmented by the earnings apportioned and credited thereto, equal the par value." Upon this testimony, the defendant asked the court to charge the jury that full faith and credit must be given to the laws of New York as construed by its courts, and that, by reason thereof,

"under the terms of the contract of membership, and the contract of loan, bylaws, and charter, the transaction between the plaintiff and defendant does not terminate merely upon making a fixed number of payments, but only when the dues paid in by

Page 189 U. S. 125

him, with the profits apportioned to his shares, make them equal their par value of $100 per share."

Other instructions of a similar nature, or looking to the same result, were also asked, but all were refused.

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