Brinckerhoff v. Bostwick

We are unable to reach the conclusion that courts of the United States have been vested with an exclusive jurisdiction in actions of this kind. The statute which regulates the organization, conduct and management of national banks is a complete system. It forms a part of the law of the land, of each State as much as of the United States. Corporations formed under it may be, and probably in *239most instances are, composed of citizens of a single State. The trusts which the directors of such corporations assume, though undertaken primarily for the benefit of the corporation, yet in reality involve the interests of stockholders. For the corporation itself is a trustee for the latter. There is no good reason that I can discover why liabilities growing out of the wrongful acts of the directors of such corporations should, not be adjudicated in the State courts, either in actions brought by the corporation, or when the corporation refuses to sue, by the stockholders interested. I have found nothing in the statute referred to which in. express terms takes away the jurisdiction of the State courts, or which grants exclusive jurisdiction to courts of the United States in such cases. On the contrary, the provisions of the statute which relate to this subject, with a single exception, seem to confer jurisdiction upon State courts and United States courts alike. The statute is contained in title 62 of the Revised Statutes of the United States, the title of which is “National Banks.” Chapter 1 relates to the organization and powers of such banks; section 5136 of that chapter grants to the corporations formed under it power to sue and be sued in any court of law and equity as fully as natural persons. As, therefore, the corporation may sue in a State court, to enforce the liability of its directors or officers for negligent or tortious acts, it is difficult to perceive why stockholders have not the same right, in case of the default of the corporation to sue.

It is urged, however, that section 5239 of chapter 4 of the title referred to vests exclusive jurisdiction in courts of the United States. The heading of that chapter is “Dissolution and Receivership,” and it will aid in ascertaining the intention expressed in that section. (People v. Molyneux, 40 N. Y., 113 ; Bishop v. Barton, 2 Hun, 436, affirmed 64 N. Y., 637.) We are of opinion that the exclusive jurisdiction conferred by that section is confined to actions brought for the purpose of forfeiting the franchises of the corporation.

But there is not in the complaint before us a sufficient averment of the default of the corporation to sue. The corporation itself has, as a consequence of the wrongs complained of, been deprived of the power to act; for section 5234 authorizes the comptroller of *240the currency to appoint a receiver of a corporation that is in default, and such receiver, under the direction of the comptroller of the currency, is required to collect all claims belonging to the corporation, and the claim set forth in the complaint is such a claim. (§ 5239.)

The complaint avers that a demand was made of the receiver that he prosecute an action against the directors of the bank, &c., and that he neglected and refused to do so. The receiver acted in accordance with his duty. He had no authority to prosecute, except under the direction of the comptroller of the currency. "Whether a refusal of the comptroller of the currency to give such a direction would suffice to entitle the stockholders to maintain this action, is a question which is not directly before us. It will be time enough to determine that question after such a demand shall have been made and refused, and the reasons for such refusal shall have been made known. It is sufficient at this time to say that an improper refusal on the part of the comptroller of the currency to prosecute aud to direct the receiver to prosecute, would, in our judgment, entitle the stockholders to sue in their own behalf, making the corporation or its representative a party defendant.

We perceive no objection to the order granting an extra allowance, and none has been pointed out. That order must be affirmed, with $10 costs, and the judgment must be affirmed, with costs.

Judgment, and order granting an extra allowance affirmed, with costs.