Opinion
June Term, 1862
Charles Stebbins, for the appellant.
Sidney T. Fairchild, for the respondent.
I am for reversal, for the following reasons:
1st. The dividend declared and demanded was, not of current or uncurrent bills or property possessed by the bank (which might be specifically divided amongst the stockholders), but was a portion of the surplus or net earnings of the association. It was a dividend of $6,000 of cash profits realized, and set apart as due to the stockholders. So much of the cash earnings of the association were withdrawn from its business and divided pro rata amongst the stockholders as the earnings of their capital invested in the stock. The bank became the debtor of the stockholders when the dividend, by the terms of the resolution, was payable. I think that the stockholder was entitled to demand his dividend in money; and that an offer to pay in uncurrent bills, of banks that might happen to be solvent when such dividend was payable, would not exonerate the association. If the terms "New York State currency," employed in the resolution, mean anything other than money, or mean, as the cashier seems to have understood, bank bills, that are quoted at a quarter per cent below par in the city of New York, there was no authority in the board of directors to declare that a dividend of the cash profits of the bank should be paid in depreciated bank notes.
2d. I think the question put to the cashier: "What do you understand by New York State currency?" was incompetent and inadmissible. His understanding of the phrase was immaterial, and the evidence did not tend, in any degree, to show in what sense the directors understood, or for what purpose they used it in the resolution. The term "New York State currency" must be held to mean what the ordinary signification of those words imply, unless, by some general known usage, some other technical meaning can be attached to it. The testimony of the cashier as to what he understood the phrase to mean, did not tend to prove any such known usage; or that the directors, when they used the term in their resolution making the dividend, understood it as he did.
The judgment should be reversed, and a new trial ordered, with costs to abide event.
Judgment reversed, and new trial ordered.