Ventura Co. v. Craemer

SHENK, J. This proceeding in mandamus was brought to compel respondent State Building and Loan Commissioner to pay liquidating dividends allegedly due to the petitioner, as well as claims of all other creditors similarly situated.

On July 30, 1931, the commissioner took possession of the business, property, and assets of the United Building and Loan Association for the purpose of liquidating its affairs. At that time Emma H. Ingram was the owner of investment certificates issued by the association and was also the owner of [409]twenty-one-shares of its guarantee stock. On March 25, 1932, she filed a creditor’s claim with the commissioner for $6,873.75, the amount of her investment certificates and interest. On August 19, 1932, this claim was approved contingently. It was listed with other claims aggregating $73,473.01, filed by those who were both investors in and stockholders of the association, in a schedule headed: “III-D-Approved Contingent on Stockholder’s Liability”, and accompanied by the following explanatory note: “All claims comprising Schedule III-D . . . are approved contingent on the excess, if any, over and above claimant’s liability as a holder of guarantee capital stock of the United Building and Loan Association for the respective pro rata of any deficiency of assets of said association as provided by the statutes in such cases made and provided.”

On March 28, 1935, by partial mesne assignments, the petitioner Ventura Company acquired a $2,100 interest in the claim filed by Emma H. Ingram. Thereafter, in the course of liquidation of the association, the commissioner received sufficient funds to pay a fifty per cent dividend to claimants. He paid this dividend in full to holders of approved claims, but retained a portion of the sums due holders of contingently approved claims. He withheld any payment to the latter class which would have the effect of reducing the value of a contingently approved claim below the par value of the guarantee capital stock standing in the name of the claimant during the period in which obligations which have not been paid were incurred by the association. The petitioner, itself never a stockholder, is relegated to that class by the commissioner by virtue of its ownership of a partial interest in the claim of Emma H. Ingram. It challenges the right of the commissioner to withhold dividends as an offset against the liability, if any there be, to which claimant-stockholders may be subjected, if and when such liability shall be established; and it seeks by this proceeding to compel the commissioner to pay the dividend to which it claims to be entitled, as well as the dividends due other claimants similarly situated.