Metropolitan National Bank v. Claggett , 141 U.S. 520 ( 1891 )

Mr. Justice Lamar,

after stating the case, delivered the opinion of the court.

The first assignment of error is as follows:

. “ That the Metropolitan National Bank, the plaintiff in error, which was created under the act of Congress entitled ‘ An act to provide a'hational currency secured by the pledge of United States bonds, and to provide for the circulation and redemption thereof,’ approved June 3, 1864, is held liable to pay the bills described in the complaint, which were made by the Metropolitan Bank, a corporation created under the law of the State of New York¿ entitled ‘An act to authorize the business of banking,’ passed April 18, 1838.”

The second defence set up in the answer, as we have seen, is, that the defendant below (the plaintiff in error) became a national bank under the authority of the act of Congress of 1864, entitled “An act to provide a national currency secured by the pledge of United States bonds, and to provide for the circulation and redemption thereof,” and thereby acquired immunity from liability for the bank bills issued by the state bank. The court'found that the plaintiff in error did become a national bank doing a,banking business under the laws of the United States, but decided that it did not thereby acquire an immunity from liability to pay the bank bills of the Metropolitan Bank of New York, upon the ground’that the proceedings set up in the answer did not terminate the existence of the state bank, but simply effected a continuation of the same body under a changed jurisdiction. In this we think the record presents a claim of Federal immunity raised by-the plaintiff in error and denied by the court, which brings the- case within, the jurisdiction of this court; and upon the authority of McNulta v. Lochridge, decided at this term of the court, ante, 327, the motion to dismiss is denied. But as the record also shows there was color for the motion to dismiss, it is proper that we should proceed to a review of the judgment of the court below.

The question we are to consider here is, did the court err in holding that the plaintiff in error was not' exonerated from liability either by its becoming a national bank or by the proceedings for the redemption and retirement of its circulating bills issued whilst a state bank, which proceedings, it was claimed, were in strict observance of every requirement of the New York statute of 1859 in relation thereto, or by the statute of limitations of the State of New York ? The court decided that the New York statute providing for a redemption of circulating notes and for releasing the bank, if the notes were not presented in six years, applied alone to banks “closing the business of banking; ” that the change' or conversion of the Metropolitan Bank into the Metropolitan National Bank did not “ close its business of banking ” nor destroy its identity or its corporate existence, but simply resulted in a continuation of the same body with the same officers and stockholders, the same property, assets, and banking business under a changed jurisdiction; that it remained one and the same bank, and went on doing business uninterruptedly; and that, therefore,. the statutory proceedings relied upon in the answer could not operate as a bar to the liability of either bank to pay the bills delivered by the Metropolitan Bank in 1861 to plaintiffs’ intestate.

This decision is so manifestly correct that it needs no argument to sustain it. The judgment is, therefore,

Affirmed.

The Chief Justice, Me. Justice Bradley and Me. Justice Gbay took no part in the consideration a disposition of this motion.

, An Act in . station to the hank department. Passed April 11,1859. Laws ofjl859, c. 236, p. 503. ' -

“ 1. Whenever any banking association, individual banker, receiver of a banking association, assignee or assignees of an individual banker, shall have given notice to the superintendent of their intention to close the business of banking, or the trustees or legal representatives of any incorporated bank whose charter has expired, or the receiver of any incorporated bank, which shall have been declared insolvent, shall have redeemed at least ninety per cent of their circulating notes, outstanding at the date of such notice, expiration of charter or declaration of insolvency, they shall be entitled to deposit with the superintendent, and he is. hereby authorized to receive, a deposit of money equal to the amount of the outstanding circulation at the time of such deposit, to be placed by him in some bank in the city of Albany, in good credit, upon the receipt of which it shall be lawful for the superintendent to give up all other securities theretofore deposited with him for the redemption of circulating notes issued thereon.

“2. Upon the receipt of such deposit the superintendent shall immediately give notice in the state paper, and at least one newspaper in the county where such bank, banking association or banker shall have been located or doing business, which notice shall be published at least once a week for six months successively, that the notes of such bank, banking association or banker will be redeeriied by him, at the bank where such deposit is made, at par; and that all the outstanding circulating notes of such bank, banking association 6r banker, must be so presented for redemption within six years from the date of such notice, and all notes which shall not be thus presented for redemption and payment within the time specified in such notice, shall cease to be a charge upon the funds in the hands of the superintendent for that purpose.

“8. At the expiration of such notice, it shall be lawful for the superintendent to surrender, and such bank, .banking‘association, banker, receiver, assignees or trustees, or their legal representatives, shall -be entitled to receive from him all the money remaining in his hands after such redemption, ' except so much thereof as may be necessary to pay the reasonable expenses chargeable against the said accounts, including the payment for the publication of the above mentioned notices.

“4. All circulating notes of such- bank„banking association or banker, which shall not have been presented for payment within the period required by such notice, shall, upon the expiration of such period, cease to be a lien or charge ujDon the property and effects of such bank, banking association or banker, in the hands of. such receivers, assignees, trustees or otherwise; and all liability of such receivers, assignees, trustees, banks, banking associations or bankers, for or on account of any circulating notes, which shall not have been presented within the time aforesaid, shall also cease.”

An Act enabling the banks of this State to become associations for the purpose of banking under the laws of the United States. Passed March 9, 186S. Laws of 1865, c. 97, p. 169. '

“ § 2. Any bank incorporated or organized by authority of this State, which shall' become an association for carrying on the business of banking under the laws-of the'United States, shall be deemed to have surrendered its charter if it shall have complied with the requirements of this act; provided, that every such bdnk shaU nevertheless be continued a body corporate for the term of - three years after the time of such surrender, for the purpose of prosecuting and defending suits by and against it, and of enabling it to close concerns and to dispose of and convey its property; but not for the purpose of continuing under the laws of this State the business for which it was established.”

“ § 8. Nothing in this act shall b.e construed as releasing such association from its obligations, to p^y and discliarge all the liabilities created by law or incurred by the bank before becoming such association, or any tax imposed by the laws of this State up to the date of its becoming such association, in proportion to the time since the next preceding payment therefor.”