PENSACOLA PILOTS ASSOCIATION, A CORPORATION, PLAINTIFF IN ERROR,
v.
ELIZABETH U. STEARNS, EXECUTRIX OF THE LAST WILL AND TESTAMENT OF JAMES STEARNS, DECEASED, DEFENDANT IN ERROR
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The Pensacola Pilots Association appealed a judgment requiring it to pay the executrix of James Stearns the value of his stock upon his death. The Florida Supreme Court affirmed, holding that under the corporation's charter, the association must pay the stock's agreed value of $800 to the deceased stockholder's estate.
The association must pay $800 (the agreed price of the stock) to the executrix. The association's argument that Stearns had forfeited his stock failed because the association had not actually declared a forfeiture during his lifetime. Stearns's failure to perform service affected only his right to dividends, not the value of the stock to his estate.
“upon the death of any stockholder, his stock shall belong to the corporation at such price and on such terms as may be provided in the by-laws.”
The statutory provision governing the transfer of stock upon death, which formed the basis of the court's holding that the association must pay the agreed price.
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Join FLexlaw to unlock all legal intelligenceJames Stearns died on May 19, 1910, owning eight shares of stock in the Pensacola Pilots Association, a Florida-chartered corporation. The stock's val…
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Cockrell, J.-
To a judgment against it, for refusal to pay to the personal representative of James Stearns tlie value of the stock held by him at the time of his death, the Pensacola Pilots Association prosecuted its writ of error. We shall not set forth the maze of pleadings In the case, consisting of numerous demurrers, pleas, replications, rejoinders and sub-rejoinders, but shall go to the heart of the cause of action and the attempted defense.
James Stearns, at his death on May 19th, 1910, owned eight shares of the capital stock of the Pensacola Pilots Association. The association was chartered under the laws of Florida, which as to this special class of corporations, provides, Gen. Stats, paragraph 1320, that the stock shall not be transferable except to the corporation or to a duly licensed pilot of the port, and that “upon the death of any stockholder, his stock shall belong to the corporation at such price and on such terms as may be provided in the bylaws.”
It is agreed that eight hundred dollars is the price of the stock, and no terms of payment being suggested, we must conclude that such is the cash value payable at once. We think, therefore, the plaintiff made out a case warranting a judgment for this sum.
The theory of the defense is that James Stearns had forfeited his stock, but the utmost of its proffer is that he committed acts, for which the Association might have in his lifetime declared a forfeiture. It did not, however, undertake to so penalize him. His failure to perform service, under the statute, affected his right to dividends, not the value of the stock to his estate, and the executrix is not making claim for dividends. The Association was not denied any lawful defense, and the affirmative charge for the plaintiff was proper. The judgment is affirmed.
Shackleford, C. J., and Taylor, Hockbr and Whitfield, J. J., concur.