Opinion
No. 13,843.
Filed February 7, 1930. Rehearing denied May 15, 1930. Transfer denied March 13, 1931.
CORPORATIONS — Stock Subscription — Containing Clause Canceling Subscription on Subscriber's Death — Portion Unpaid Uncollectable. — A subscription for stock in a corporation provided that, in case of the subscriber's death, fully paid-up stock to the amount theretofore paid should be issued to his estate, and no further obligation on account of the subscription should exist. Held, that any portion of the subscription remaining unpaid at the subscriber's death could not be collected against his estate, regardless of the fact that the subscription was delinquent at his death.
From Vigo Circuit Court; John P. Jeffries, Judge.
Claim by the Terre Haute Foundation, Incorporated, against the estate of Paul Kuhn, deceased, represented by Paul N. Bogart and Rutherford N. Filbeck, executors. From a judgment for defendants on their demurrer to the complaint, plaintiff appealed. Affirmed. By the court in banc.
Cooper, Royse, Gambill Crawford, for appellant.
Beasley, Aikmen, O'Brien Beasley, for appellees.
This is a claim filed by appellant against the executors under the last will of Paul Kuhn, deceased, to recover unpaid installments under a subscription for 200 shares of the capital stock of appellant, which said installments fell due prior to the death of said Paul Kuhn, deceased. The appellees filed a demurrer with memorandum to appellant's second amended claim. The court sustained the demurrer to the amended claim, to which ruling, the appellant at the time excepted, and said ruling is the only error assigned in this appeal.
The claim in question is based upon a subscription for stock in a $500,000 corporation to be organized to encourage the location of industries in Terre Haute. The subscription for stock signed by the deceased contained this clause: "It is agreed that in case of my death, fully paid up stock to the amount theretofore paid by me, shall be issued to my estate, and no further obligation on account of this subscription shall exist."
It is the contention of appellant that the deceased had paid $2,200 on his subscription, and, at the time of his death, there was due and unpaid the sum of $3,400 and, notwithstanding it had not been paid, it was due, and, therefore, it could be collected against the estate.
We are of the opinion that the trial court correctly construed the subscription contract. It is plain and unambiguous and can mean nothing more or less than what it says.
Judgment affirmed.