Swicord v. Crawford , 20 Ga. App. 35 ( 1917 )

Beoyles, P. J.

1. The provisions of section 2270 of the Civil Code of 1910, in reference to the individual liability of stockholders of an incorporated bank to depositors thereof, are in derogation of the common law and must be strictly construed. This liability not arising under the common law, the statute is to be strictly construed against its imposition, unless it is clearly included by the words therein. When the section is thus construed, it is clear that the word “stockholder,” as used therein, means a stockholder who became such by subscribing to the stock of the corporation, and that it does not include a stockholder who became such by purchasing, or otherwise acquiring, stock from other stockholders. If this construction is correct, it follows that only those stockholders who acquired their stock from the bank itself are individually liable to depositors of the bank. See, as to the principle involved, Reid v. DeJarnette, 123 Ga. 787, 793 (51 S. E. 770, 3 Ann. Cas. 1117); Reid v. Jones, 127 Ga. 114, 116 (56 S. E. 128) ; Brunswick Terminal Co. v. National Bank of Baltimore, 192 U. S. 386 (24 Sup. Ct. 314, 48 L. ed. 491).

(a) Sections 2247 and 2248 of the Civil Code of 1910 have no material bearing on this question. Wheatley v. Glover, 125 Ga. 710 (54 S. E. 626) ; Brunswick Terminal Co. v. National Bank, supra.

2. This was a suit by the receivers of an insolvent bank against a stockholder on his statutory liability to depositors, and the petition, not alleging that the defendant belonged to that class of stockholders who acquired their stock from the bank itself, should have been dismissed on general demurrer. Reid v. Jones, supra.

3. The error in the judgment upon the demurrer rendered the further proceedings nugatory, and the other assignments of error will not be considered.

Judgment reversed.

Jenkins and Bloodworth, JJ., concur.