Bankers Trust Co. v. Rood

13 Citing cases

  1. State v. Iowa Southern Utilities Co.

    231 Iowa 784 (Iowa 1942)   Cited 25 times
    Applying chapter 387, Code, 1939, regulating the issuance of corporate stock by a foreign corporation

    "* * * its true meaning is always to be determined from all the language used and the intent thereby manifested" and in the second case are these words: "* * * yet the courts will always look to the language of the statute, the subject-matter of it, the wrong or evil which it seeks to remedy or prevent, and the purpose sought to be accomplished in its enactment; * * *." Appellee relies upon Sherman v. Smith, 185 Iowa 654, 169 N.W. 216; Bankers Trust Co. v. Rood, 211 Iowa 289, 294, 233 N.W. 794, 73 A.L.R. 1421; and Ramsay v. Crevlin, 8 Cir., Colo., 254 F. 813, in their construction of section 8417, referring to domestic corporations, as it appeared in earlier Codes. Other cases not cited, but having some references to the matter, are Lone Tree Bank v. Timmerman, 193 Iowa 1320, 188 N.W. 856, Central Distributing Co. v. Mulroney, 196 Iowa 38, 194 N.W. 295, and First National Bank v. Fulton, 156 Iowa 734, 137 N.W. 1019.

  2. Public Inv. Ltd. v. Bandeirante Corp.

    740 F.2d 1222 (D.C. Cir. 1984)   Cited 7 times

    While the record suggests strongly that no payment ever was made on any of the notes, the lack of a clear ruling on this point requires us to remand this issue to the district court. Area, Inc. v. Stetenfeld, 541 P.2d 755 (Alaska (1975); Haselbush v. Alsco of Colorado, Inc., 161 Colo. 138, 421 P.2d 113 (1966); Bankers' Trust Co. v. Rood, 211 Iowa 289, 233 N.W. 794 (1930).Ramsay v. Crevlin, 254 F. 813 (8th Cir. 1918); Area, Inc. v. Stetenfeld, 541 P.2d 755 (Alaska 1975); Burch v. Exploration Data Consultants, Inc., 33 Colo. App. 155, 518 P.2d 288 (1973).

  3. Johnson v. Dodgen

    451 N.W.2d 168 (Iowa 1990)   Cited 96 times
    Recognizing the validity of constructive delivery in transactions governed by the UCC

    Cf. In re Application of Stewart Becker, Ltd., 94 Misc.2d 766, 772, 405 N.Y.S.2d 571, 575 (1978) ("Although a transfer of stock requires delivery (U.C.C. § 8-309), title may pass by constructive delivery and, if the parties so intend, title passes to the buyer by delivery to an escrow agent for ultimate delivery to the buyer upon payment of the purchase price or part thereof."); accord Banker's Trust Co. v. Rood, 211 Iowa 289, 233 N.W. 794 (1930). Constructive delivery occurs when the buyer does not retain physical possession of the stock but is entitled to full voting rights as well as dividends.

  4. Courington v. Birmingham Tr. Nat. Bank

    347 So. 2d 377 (Ala. 1977)   Cited 6 times
    In Courington v. Birmingham Trust National Bank, 347 So.2d 377, 380 (Ala. 1977), this Court recognized that "[a]cquiescence is a form of estoppel,... and is applicable when there is some element of neglect."

    This is apparent whenever a person is held bound by a contract because of his manifestations when his manifestations are contrary to his actual state of mind. . . . Acquiescence is a form of estoppel, Bankers' Trust Co. v. Rood, 211 Iowa 289, 233 N.W. 794 (1930), and is applicable when there is some element of neglect. City of Lafayette v. Keen, 113 Ind. App. 552, 48 N.E.2d 63 (1943). Even if appellant had not actually read the Plan (and his executed "Request for Participation" expressly states: "I acknowledge receipt of a copy of the Birmingham Trust Employees' Profit Sharing Plan and Trust Agreement"), his acquiescence was manifested by the availability to him of all the material facts concerning it. Colburn v. Mid-State Homes, Inc., 289 Ala. 255, 266 So.2d 865 (1972).

  5. Area, Inc. v. Stetenfeld

    541 P.2d 755 (Alaska 1975)   Cited 2 times

    We believe that the existence of a division of authority in jurisdictions having express voiding provisions bolsters our view holding that stocks issued in violation of AS 10.05.099 are voidable only, and that, in any event, once valid consideration has been accepted by the corporation prior to suit, the issuance is validated. Compare Hirschfeld v. McKinley, supra; Southwesterern Tank Co. v. Morrow, 115 Okl. 97, 241 P. 1097 (1925), with Haselbush v. Alsco of Colorado, Inc., 161 Colo. 138, 421 P.2d 133 (1973); Bankers' Trust Co. v. Rood, 211 Iowa 289, 233 N.W. 794 (1930); Ramsay v. Crevlin, 254 F. 813 (8th Cir. 1918). Cf. cases cited in note 6 which generally hold that the word "void" in their Oklahoma-type provisions does not apply to unlawfully issued stock (only to "fictitious increases"), and thus the transactions are rendered voidable without requiring the construction of the term "void" as "voidable".

  6. In re Estate of Shivvers

    34 N.W.2d 632 (Iowa 1949)   Cited 7 times

    See Thomas v. City of Cedar Falls, 223 Iowa 229, 272 N.W. 79. Therein it was held that equity will not assist those who have slept upon their rights and that such courts will discourage laches and delay in enforcing their rights, apart from any question of statutory limitation. See also Bankers Trust Co. v. Rood, 211 Iowa 289, 233 N.W. 794, 73 A.L.R. 1421; Wever v. Dakin, 5 Cir., Fla., 81 F.2d 831; Farr v. Hauenstein, 69 N.J. Eq. 740, 61 A. 147; Ryason v. Dunten, 164 Ind. 85, 73 N.E. 74; La Shells v. Hench, 98 Cal.App. 6, 276 P. 377; Jones v. McNabb, 184 Okla. 9, 84 P.2d 429. Many cases dealing with the doctrine of laches and when same applies are collected in 24 Words and Phrases, pages 79-116. A terse statement of the rule was set forth in the case of Oxford v. Estes, 229 Ala. 606, 158 So. 534. "Laches" is a doctrine of equity based on a lack of diligence and good faith in invoking the court's jurisdiction.

  7. State ex Rel. Weede v. Bechtel

    239 Iowa 1298 (Iowa 1948)   Cited 11 times

    [8, 9] I construe this to mean that the court may dispose of the situation in such equitable manner as will best preserve the rights of all interested parties. Stock issued for property other than money, without compliance with sections 492.6 to 492.10, inclusive, Code, 1946, is not void but voidable. Bankers Trust Co. v. Rood, 211 Iowa 289, 295, 233 N.W. 794, 73 A.L.R. 1421; Sherman v. Smith, 185 Iowa 654, 169 N.W. 216. The court is not required to invalidate all such stock alike, where as here there is sound equitable ground for canceling some and allowing some to stand.

  8. EAST RIVER BOTTOM WATER CO. v. BOYCE ET AL

    102 Utah 149 (Utah 1942)   Cited 2 times

    Tintic Indian Chief M. Milling Co. v. Clyde, 79 Utah 337, 10 P.2d 932. For other cases holding that a corporation which issues stock in violation of statutory or constitutional provisions respecting receipt of consideration as against bona fide purchasers for value or pledgees for value, see: McCandless v. Furlaud, 296 U.S. 140, 56 S.Ct. 41, 80 L.Ed. 121, rehearing denied in 296 U.S. 664, 56 S.Ct. 304, 80 L.Ed. 473; Bankers' Trust Co. v. Rood, 211 Iowa 289, 233 N.W. 794, 73 A.L.R. 1421; Westminster Nat. Bank v. New England Electrical Works, 73 N.H. 465, 62 A. 971, 3 L.R.A., N.S., 551, 111 Am. St. Rep. 637; and American Jurisprudence, Corporations, sec. 218. For a compilation of cases on both sides of this issue, see the annotation 73 A.L.R. 1435.

  9. Pryor v. Kopp

    342 Mo. 887 (Mo. 1938)   Cited 14 times
    In Pryor v. Kopp, Admr., 342 Mo. 887, 119 S.W.2d 228, the facts were: From December 1, 1925, to (about) November 1, 1930, Pryor and Thomson were equal partners under an oral agreement, and were engaged in constructing roads, etc.

    v. Funck, 41 S.W.2d 5; Boals v. Garden City, 50 S.W.2d 182; Wauer v. Bank of Pendleton, 228 Mo. App. 1150, 65 S.W.2d 171; Spiller v. St. Louis, etc., Railroad Co., 14 F.2d 288; Geiger v. First Troy Bank Trust Co., 30 F.2d 7; Des Moines Term. Co. v. Des Moines Union Ry. Co., 52 F.2d 616; Triplex Safety Glass Co. v. Kolb, 53 F.2d 1062; Westco-Chippewa Pump Co. v. Delaware Elec. Supply Co., 64 F.2d 185; Johnson v. Umsted, 64 F.2d 316; Oswald v. Kamac, 65 F.2d 610; Winget v. Rockwood, 69 F.2d 332; Standard Oil Co. v. Standard Oil Co., 72 F.2d 524; Hind v. Silva, 75 F.2d 178; Gaskins v. Bonfils, 79 F.2d 357; Freeman v. Donohoe, 65 Cal.App. 65, 223 P. 431; Security First Natl. Bank of Los Angeles v. Superior Court of Cal., 19 P.2d 309; Lozier v. Janss Inv. Co., 29 P.2d 470; Gallaher v. Iowa Oil Co., 33 P.2d 439; Marshall v. Young Const. Co., 113 So. 565, 55 A.L.R. 666; Garrett Biblical Institute v. Natl. Fire Ins. Co., 257 Ill. App. 117; Owens v. Union Bank of Chicago, 260 Ill. App. 595; Bankers Trust Co. v. Rood, 233 N.W. 719; Kennedy v. Denny, 237 Ky. 649, 36 S.W.2d 34; Justice v. Burgess, 244 Ky. 774, 52 S.W.2d 720; Heyburn Bldg. Co. v. Highland Motor Transfer Co., 245 Ky. 514, 53 S.W.2d 944; Peterson v. Schober, 256 N.W. 308; Moore v. Moore, 29 P.2d 961; Burningham v. Burke, 245 P. 977, 46 A.L.R. 477; Shirley v. VanEvery, 167 S.W. 345. LEEDY, P.J.

  10. Ipswich Printing Co. v. Engler

    63 S.D. 396 (S.D. 1935)   Cited 2 times

    In Toledo Ry. Co. v. Continental Trust Co. (C.C.A.) 95 F. 497, the court construed a statute that all stocks, bonds, or securities of a railroad company purchased of the corporation by a director at less than par shall be void, and held that such term should be construed to mean voidable. In Bankers' Trust Co. v. Rood, 211 Iowa 289, 233 N.W. 794, 73 A.L.R. 1421, an act prohibiting the issuance of stock until the corporation had received the par value and providing that stock issued in violation of its provisions shall be void was construed to render stock issued without complying with the terms of the act merely voidable. Where subscriptions to the capital stock of a corporation shall consist in whole or in part of property, a description of the property with a statement of the fair cash value thereof must appear in the articles of incorporation under the terms of a statute in the state of Utah.