Nashua Saving Bank v. Anglo-American Co. - 189 U.S. 221 (1903)
U.S. Supreme Court
Nashua Saving Bank v. Anglo-American Co., 189 U.S. 221 (1903)
Nashua Saving Bank v. Anglo-American
Land, Mortgage and Agency Company
Submitted January 29, 1903
Decided March 16, 1903
189 U.S. 221
1. The expression in section 721 Rev.Stat. (the "laws of the several states") in regard to the authentication of foreign statutes applies not only to statutes of the states, but to the decisions of their highest courts.
The circuit court of the United States, sitting in New Hampshire, may receive as evidence, when attached to the deposition of the manager of a corporation, who is an attorney and solicitor of the Supreme Court of Judicature in England of thirty years' standing, intimately acquainted with the English Corporation Laws, what purport to be the copies of the laws under which such corporation was organized, and which he testifies were issued by authority, being printed by Her Majesty's printer, and as such are by law receivable in evidence without further proof, in the domestic courts of Great Britain.
2. By subscribing to the stock in a foreign corporation, the subscriber subjects itself to the laws of such foreign country in respect to the powers and obligations of such corporation, and if the statute under which the
corporation is organized and the bylaws of the corporation provide that the directors may from time to time make such calls as they think fit upon members for all moneys unpaid on shares of stock, it is not necessary fur the declaration to contain averments either as to the conditions upon which the corporation can make assessments or that the assessments sued for were necessary.
There is a presumption of good faith attaching to foreign as well as to domestic corporations.
Variances between the allegation and proof must be taken when the evidence is offered, and if such evidence be sufficient to support the verdict, the defect in the declaration is cured.
Where the bill of exceptions contains nothing to indicate that the call for assessments was not properly made, and does not show that it contains all the evidence, this Court is at liberty, if the circumstances of the case require it, to infer that there was other evidence to support the verdict. The sufficiency of evidence cannot be reviewed on writ of error.
3. Where it appears by the articles of association that the remedy by forfeiture and sale for nonpayment of assessments is cumulative, such remedy is not a bar to an action at law for the debt, and such sale or forfeiture is not a condition precedent to the right to recover the assessments.
4. Where the statute under which a corporation is organized provides that moneys payable in pursuance of the articles of the company shall be deemed a debt due by such member, it is not necessary to prove an express promise to pay an assessment.
This was an action by the defendant in error, a British corporation, in the Circuit Court for the District of New Hampshire, against the Nashua Savings Bank, a New Hampshire corporation, to recover an assessment made by such corporation in pursuance of its charter and bylaws, upon defendant's subscription to a thousand shares of its stock.
The case was tried before the circuit judge and a jury, and resulted in a verdict for the plaintiff by direction of the court, and a judgment against the bank in the sum of $7,131.10, which was affirmed on writ of error by the circuit court of appeals. 108 F. 764.