Fenton v. Peery Land and Livestock Co. ( 1955 )

3 Utah 2d 156 (1955) 280 P.2d 452

GLORIA G. FENTON, PLAINTIFF-APPELLANT,
v.
PEERY LAND AND LIVESTOCK CO., A UTAH CORPORATION, JOSEPH I. JACOB, I.H. JACOB AND WILFORD W. GARDNER, DEFENDANTS-RESPONDENTS.

No. 8250.

Supreme Court of Utah.

February 17, 1955.

Patrick H. Fenton, Cedar City, for appellant.

Thomas & Armstrong, Salt Lake City, for respondents.

HENRIOD, Justice.

Appeal from a judgment holding that non-assessable stock might become assessable if the articles of incorporation are amended by vote of a majority of the stock. Affirmed. Costs to respondents.

The articles provided for amendments in any manner or "respect conformable to the laws" and Title 16-2-45, U.C.A. 1953 generally allows for amendments of the articles so long as personal liability of the shareholders is not changed.

Plaintiff's contention that making non-assessable stock assessable violates Article I, § 10 of the U.S. Constitution which prohibits a state from enacting legislation impairing the obligation of contracts, cannot be considered as well taken, since such interdiction applies only to legislative, not judicial or corporate action.^[1]

Although hardship may attend the plaintiff here, we can discern no legitimate reason at this time to reverse the lower court, after enunciating the rule that non-assessable stock, by proper amendment of the articles, might be made assessable^[2] — a rule relied on by counsel and corporations for better than 30 years, and whose reversal would invite a terrific impact upon property rights resolved during that time in paying respect thereto.

McDONOUGH, C.J., and CROCKETT and WADE, JJ., concur.

WORTHEN, J., concurs in the result.

NOTES

[1] Fuller-Toponce Truck Co. v. Public Service Commission, 99 Utah 28, 96 P.2d 722.

[2] Weede v. Emma Copper Co., 58 Utah 524, 200 P. 517.