Wells v. Black

Henshaw, J. Plaintiff, as a depositor in the Savings Bank of San Diego, a corporation organized under the laws of this state, and as assignee of the claims and demands of other depositors therein, sued defendants [160]to enforce their constitutional and statutory liability as stockholders of the bank.

Judgment passed for plaintiff, and from this and from the order denying them a new trial defendants appeal.

The propositions for which they contend may be thus stated: 1. The bank of which defendants were stockholders was a savings bank, and deposits therein did not create corporate debts or liabilities. 2. If, however, a stockholder’s liability exists for such deposits, that liability was waived by the depositors in this case. 3. In any event that liability is barred by the statute of limitations upon all deposits made more than three years before the commencement of this action.

1. The Savings Bank of San Diego was organized under the provisions of part IV, title X, of the Civil Code. The corporation had a capital stock and stockholders. Under the by-laws term deposits were payable six months after demand, and ordinary deposits at longer or shorter periods of time after demand, dependent upon the amount to be withdrawn. The depositors received such interest as the board of directors might determine. After paying interest to depositors, the remaining portion of the profits belonged to the stockholders.

We need not discuss at length the broad differences which exist between a savings institution, such as the San Diego corporation, an,d a savings bank in its original conception, where depositors shared proportionally in profits and losses, and where the managers of the funds were but the trustees and agents of the members. In the latter, the relation of debtor and creditor does not exist between the corporation and its depositors. In the former, it generally does. The question has received detailed consideration in the case of Los Angeles v. State Loan etc. Co., 109 Cal. 396. It was there held, under a state of facts substantially the same as these here presented, that the relation of debtor and creditor arose upon deposits in such a savings bank. It is said: “It is, therefore, apparent that a deposit in a savings bank [161]