Hayden v. Bank of Syracuse — 36 N.Y. St. Rep. 899

Majority

p. 899

Daniel E. Hayden, App’lt, v. The Bank of Syracuse and the Syracuse National Bank, Resp’ts.

(Supreme Court, General Term,, Fourth Department,

Filed February 20, 1891.)

Headnote

1. BfNKS—Officers—Service.

The cashier or other officer of a banking association is simply its agent, and if continued down to the time of expiration of the corporate existence

p. 900

of the principal, upon the happening of that event such agency terminates and he is no longer a representative of the defunct concern.

2. Same.

The defendant bank of Syracuse was changed into the Syracuse National Bank in 1865. The summons in this case was served upon B., who was cashier" in both institutions. Held, that the existence of the original .carpo-, ration ceased at that time except that it was continued a body corporate, for three years to close its business; that the National Bank died on the expiration of the time for which it was chartered, twenty years, and that B. was not in any sense the cashier of defendants, nor did he hold any office in either, and that as neither had a legal existence, no action could be maintained against it.

Appeal from order of special term, granting motion to set aside the service of the summons and complaint herein upon Orrin Ballard, upon the ground that each corporation (the defendants) have ceased to exist, and that Orrin Ballard was not an officer in either at the time the service was made.

The following is the opinion at special term:

Kennedy, J.—The defendant, the Bank of Syracuse, was in 1865, and had been for many years previous thereto, a state institution, chartered and organized under and in pursuance of the laws of New York. On the 24th day of June, 1865, upon proper legal application made by in, the said Bank of Syracuse was legally changed into The Syracuse National Bank, under and in pursuance of chap. 97 of the Laws of 1865, and the several acts of Congress relating thereto ; and the comptroller of thé currency of the United States issued to it the proper certificate, and it was thereupon duly changed from a state bank to an association for carrying on the business of banking under the laws of congress.

This action, on the part of the bank of Syracuse operated as a surrender of its charter, and its existence as a corporation ceased, except that it was continued a body corporate for three years thereafter for the purpose of closing its business. 8th ed., R. S., 1551, § 168.

The Bank of Syracuse having ceased to exist as a corporation for any purpose many years prior to the service of the summons and complaint herein on Orrin Ballard, such service did not operate as a revival of the institution, nor was Ballard an officer of it at that time.

So far as the Bank of Syracuse is concerned, therefore, the service of the summons and complaint on Ballard is set aside. Claflin v. Farmers & Citizens’ Bank, 54 Barb., 228 .

■ About the 24th day of June, 1865, the said Syracuse National Bank was organized as a national association, the said Bank of Syracuse being then changed into it, pursuant to the provisions of cbap. 97 of the Laws of 1865, before cited, and continued to do a banking business down to about the 24th day of October, 1875, when, by proper legal action taken, it went into voluntary liquidation, and took the requisite steps to redeem its circulation, dispose of its property, pay its debts, and generally to close its business. It then ceased to do business and has done none "since.

This action on its part did not effect its dissolution or terminate its corporate existence. I think it could have been sued

p. 901

after that and a judgment obtained at any time during its charter life. National Bank v. Insurance Co., 104 U. S., 54 .

The defendant, the Syracuse National Bank, derived its corporate existence under the laws of Congress, pursuant to the provision of chap. 1 of title 62 of the United States Statutes, and such corporate existence was limited to twenty years from the time of its charter. Section 5136, subd. 2.

It was chartered and its corporate life commenced on the 24th day of June, 1865, and expired by limitation on the 24th day of June, 1885 ; and it then by operation of law ceased to exist as a corporation.

The documentary evidence necessary to establish the foregoing facts is not before me, but they are regarded as admitted by the complaint and other papers in the case.

Begarding a corporation as a person, as we must, the Syracuse National Bank died on the expiration of the time for which it was chartered, and could no more be sued or a judgment obtained against it than against a deceased individual McCulloch v. Norwood, 58 N. Y., 562 ; Sturges, as Admr, v. Vanderbilt, Impl'd, 73 id., 384.

The cashier or other officer of a banking association is simply its agent, and if continued down to the time of expiration of the corporate existence of the principal, upon the happening of that event such agency terminates and they are no longer representatives of the defunct concern.

If right in the foregoing conclusions, Orrin Ballard, upon whom the service of the summons and complaint was made, was not in any sense cashier of the defendants, nor did he hold any other official position in either; and as neither had legal existence at that time no action could be commenced or judgment obtained against it in its corporate character.

The case of the National Bank v. The Insurance Gompany, supra, referred to by the plaintiff's counsel, asserts no principle adverse to the above position. That was a case where the corporation went into voluntary liquidation during the continuance of its chartered life. This, did not operate to dissolve it or terminate its corporate existence, that continuing it may sue and be sued ; but upon its termination no action can be maintained against it unless by some express provision of law. My attention has not been called to any applicable to the case in hand.

It follows that the motion as to both defendants should be granted.

Motion granted, with ten dollars costs to defendants.

T. K. Fuller, for app’lt; G. E. Lewis, for resp’ts.

Order affirmed, with ten dollars costs and disbursements, on the opinion of Kennedy, J., delivered at special term.

Hardin, P. J., Martin and Merwin, JJ., concur.