1. The statute of Georgia of March 16, 1869, requiring actions
for the enforcement of rights of individuals under acts of
incorporation or by operation of law which accrued prior to June 1,
1865, to be brought before Jan. 1, 1870, does not apply to claims
against the estate of a deceased person, so as to exclude the time
which a previous statute allowed to administrators to ascertain the
condition of the estate and to creditors to file their claims.
2. A court of equity is the proper tribunal to ascertain the
proportion of indebtedness chargeable to a stockholder of a bank on
his personal liability. But as by the law of the state, as declared
by its highest tribunal, an action of debt will lie where the
amount of the bank's outstanding indebtedness and the number of
shares held by the stockholder are known and can be stated, the
extent of his liability in such cases being fixed and the amount
with which he should be charged being a mere matter of computation,
a similar action at law will be sustained in such cases in the
circuit court of the United States.
Page 99 U. S. 26
3. where an error in the amount recovered is apparent upon the
record, and it could not have been remedied by an amendment of the
pleadings, this Court will of its own motion, in the interests of
justice, direct that it be corrected, and, if necessary, order a
new trial or further proceedings for that purpose.
The facts are stated in the opinion of the Court.
MR. JUSTICE FIELD delivered the opinion of the Court.
This is an action at law against the administrator of the estate
of George Hall, deceased, upon bills of the Merchants' and
Planters' Bank of Savannah, Georgia, amounting to over $100,000.
The deceased was, on the 1st of January, 1860, and up to the time
of his death, the owner of one thousand shares of the capital stock
of that bank, of the nominal value of $100 a share. A clause in the
charter of the bank provided that "the persons and property of the
stockholders" should be liable for the redemption of its bills and
notes at any time issued, in proportion to the number of shares
held by them. The plaintiff was the owner of the bills in suit, and
as they were not paid on presentation, he brought an action upon
them against the bank in the Circuit Court of the United States for
the Southern District of Georgia, and recovered judgment, upon
which execution was issued and returned unsatisfied. He then
brought this action to charge the estate of the deceased, Hall,
under the provision of the charter mentioned.
To the declaration the defendant pleaded the general issue and
the statute of limitations of March 16, 1869, requiring actions for
the enforcement of rights of individuals under acts of
incorporation or by operation of law, which accrued prior to June
1, 1865, to be brought before the 1st of January, 1870, or be
forever barred. To the special plea the plaintiff interposed a
demurrer, and it was agreed in arguing it that the following facts
should be considered as set forth in the plea, namely that George
Hall was domiciled in Connecticut and died there
Page 99 U. S. 27
in 1868, leaving a will; that there was no administration in
Georgia on his estate until Aug. 9, 1869, when letters of
administration
ad colligendum were granted to the
defendant, Mills; and that permanent letters of administration,
with the will annexed, were granted to him on June 7, 1869.
The court sustained the demurrer and struck out the plea. The
case was then tried upon the general issue, and the plaintiff
obtained a verdict for the sum of $100,000, of which sum $31,354
was to be made out of the property of the deceased, then in the
hands of the administrator, and the remainder out of property which
might subsequently come into his hands. Upon this verdict, judgment
being entered, the defendant brought the case to this Court on a
writ of error.
The principal questions presented for out consideration are:
1st, whether the statute of March 16, 1869, is a bar to the action,
and 2d, whether an action at law by a bill holder to charge a
stockholder will lie under the charter of the bank, and if so
whether the declaration will sustain the finding of the jury.
The statute of March 16, 1869, was intended to bring all claims
to an early determination. It was passed, as recited in its
preamble, on account of the confusion which had "grown out of the
disturbed condition of affairs during the late war" and because of
doubts entertained relative to the law of limitation of actions
"which should be put to rest." It was a measure well calculated to
bring disputed controversies to a speedy settlement. The time
prescribed within which actions were to be brought was only nine
months and fifteen days. In the case of
Terry v. Anderson,
95 U. S. 628, it
was held by this Court that the act was not open to any
constitutional objection because of the shortness of this period.
The question in such cases, the Court said, was whether the time
allowed was, under all the circumstances, reasonable, and of this
the legislature of the state was primarily the judge, and its
decision would not be overruled unless a palpable error had been
committed. Looking at the circumstances under which the legislature
had acted, amidst the disasters which had affected the fortunes,
property, and business of almost everyone in the state, the Court
could not say that the time mentioned was unreasonable.
"Society
Page 99 U. S. 28
demanded," observed the Chief Justice, "that extraordinary
efforts be made to get rid of old embarrassments and permit a
reorganization upon the basis of the new order of things," and for
that purpose, whilst the obligations of old contracts could not be
impaired, "their prompt enforcement could be insisted upon or an
abandonment claimed."
There is in the statute no exception in terms of any class of
cases; yet such a construction must be given to its provisions as
not to impair the operation of other laws, which it is not
reasonable to suppose the legislature intended to repeal. The law
of the state relating to the administration of the estates of
deceased persons contains various provisions, which in many
particulars would be defeated if the statute of March 16, 1869, was
held applicable to actions in behalf of the estates or against
them. Thus, administrators are allowed twelve months from the date
of their qualification to ascertain the condition of the estates
confided to their charge; creditors are required to present their
claims within this period; and no suits to recover a debt of the
decedents can be brought until its expiration. Secs. 2530, 2548,
and 3348. The supreme court of the state has accordingly held that
the statute of 1869 does not affect this exemption from suit for
the period designated, but that its spirit and equity require that
suits against administrators upon the claims mentioned should be
brought within a similar period after twelve months from the grant
of administration -- that is, within nine months and fifteen days
afterwards. Such is the purport of its decision in
Moravian
Seminary v. Atwood, 50 Ga. 382, and that decision has since
been followed in several cases.
Edwards v. Ross, 58 Ga.
147. In conformity with them, we must hold that the statute was not
a bar to the present action. There was no administrator of the
estate of Hall appointed in Georgia, even for temporary purposes,
until April 9, 1869, and this action was commenced Dec. 30, 1870,
which was within the period required after the expiration of the
year of exemption.
Whether the present action can be maintained, it being an action
at law by a bill holder to charge the estate of a deceased
stockholder, depends upon the construction given to the clause of
the charter of the bank prescribing the personal liability of
Page 99 U. S. 29
the stockholders. The language of the clause, so far as it bears
upon this case, is that
"The persons and property of the stockholders shall at all times
be liable, pledged, and bound for the redemption of bills and notes
at any time issued, in proportion to the number of shares that each
individual and corporation may hold and possess."
This provision is held by the supreme court of the state to
create a personal liability on the part of the stockholder for all
the notes of the bank in the proportion that the shares held by him
bear to all the shares of its capital stock, which any bill holder
can enforce, upon the insolvency of the bank, by separate action to
the extent of his claim.
Lane v. Morris, 8 Ga. 468;
Dozier v. Thornton, 19
id. 325. Such liability
may undoubtedly be enforced by a suit in equity, and in many cases
such a proceeding would seem to be the only appropriate one, as was
held by this Court in
Pollard v.
Bailey, 20 Wall. 520.
See also Terry v.
Tubman, 92 U. S. 156. The
proportion of the indebtedness with which the stockholder is to be
charged can be ascertained only upon taking an account of the debts
and stock of the bank, and a court of equity is the proper tribunal
to bring before it all necessary parties for that purpose. But by
the law of the state, as declared by its highest tribunal, an
action for debt will lie where the amount of the bank's outstanding
indebtedness and the number of shares held by the stockholder can
be stated. In such cases, the extent of the latter's liability is
fixed and the amount with which he should be charged is a matter of
mere arithmetical calculation. Actions for debt will always lie
where the amount sought to be recovered is certain or can be
ascertained from fixed data by computation. Here the declaration
states the number of shares of the capital stock of the bank to be
twenty thousand, and that one thousand were held by the deceased.
His liability therefore was fixed at one-twentieth of the entire
indebtedness of the bank on the bills issued by it, which is
averred to be $800,000. The only recovery, therefore, which the
declaration permitted was for $40,000, and not for $100,000, which
the jury found. This error in the record is not specifically
pointed out in the brief of counsel for the defendant, who was not
present at the argument, but it is evident that it was at the
erroneous apportionment of the
Page 99 U. S. 30
indebtedness to the estate of the deceased that he aimed, when
insisting that the remedy of the plaintiff should have been by a
bill in equity, and not in this form of action.
Be this as it may, where an error in the amount recovered is
apparent upon the record, and it could not have been remedied by an
amendment of the pleadings, this Court will, of its own motion, in
the interests of justice, direct that it be corrected, and, if
necessary, order a new trial or further proceedings for that
purpose.
This cause will therefore be remanded to the court below with
directions to grant a new trial unless the plaintiff, within a
period to be designated by the court, consent to remit from the
judgment the excess over $40,000, and it is
So ordered.