Holbrook v. The Union Bank of Alexandria/Opinion of the Court

by John Marshall

The only question is, whether the road stock paid in as part of the capital of the Bank, became the common property of the company, so entirely that it should be sold and distributed among the members, after the charter of incorporation, which directed that the capital should consist of money only, was accepted; or should be returned specifically to those who subscribed it, or to the assignees of their shares.

The articles of association show that this stock constituted originally a part of the capital; that it was received from each stockholder as so much money; that it constituted the subject on which the Bank traded. Each share represented an equal part of the whole capital, comprehending each description of road stock and of the money paid in; and there was nothing on the face of the certificate which was transferable, indicating that one share was more valuable than another. If, instead of obtaining the act of incorporation, the company had expired or been dissolved by consent, the shares would have been equal, and would have entitled the holders to equal portions of the whole capital. The dividends, during the continuance of the company, must have been equal. Had the road stock been sold, it must have been carried to the credit of the whole company.

Upon every view we can take of this subject, the road stock can be considered only as a component part of each share, all individual property in which was lost on its being transferred to the company. It became consolidated with the other part of the capital, and the charter of incorporation did not produce any change in this respect.

Decree affirmed with costs.

Notes