Montana Attorney General Opinion 15-164

Opinion No. 164 Banks and Banking-Stockhohlers' Li- ability-Director, HELD: A stockholder who, for two years, has sen'ed as director of bank and made and filed sworn statements to Superintendent of Banks tha't he is H stockholder and director. would ha\'e difficulty showing transfer in good faith, and mH~' be estopped and should not be released from liability. April 14, 1933. In your request for an opinion, you state that George Wolf of Great Falls, who has sen'ed as a director of a bank and has for two years. filed sworn statements that he actually owned the stock and was holding it as a director, rlesires to he released from an assess- ment of 100% on his stock in this bank, which js now closed. claiming that he did not own the stock and that it was loaned to llim to serve as a director and that later he turned the stock back to the bank to he· transferred out of his name but that this has neyer been done. You ask whether or not 1\11'. Wolf has any just offset in the ab- sence of any further proof. The general rule in regard to trans- fer of stock is stated in 7 C. ;r. 504, as follows: "As a rule transfers made in good faith and in accordance with legal requirements are valid and release ;;tockholders from subsequent liabil- ity." Inasmuch, howe\'er, as Mr. Wolf has made and filed sworn statements with rour department to the effect that he actually owned the stock and was hold- ing it as a director and during this time actually served as a director of the bank on the strength of his owner- ship of the stock, it would certainly be extremely difficult for him to show that he made a transfer "in good faith" two years ago. If he made such trans- fer, he is guilty of making a false statement. In "iew of the foregoing it would seem that ~Ir. ·Wolf would also be estopped from asserting that he is not a stockholder. OPIKIONS OF THE ATTORNEY GEKERAL 119 I am not entirely clear as to all the facts regarding the alleged transfer. A stockholder cann'lt relieve himself from a liability for the debts of a bank by transfering his stock to the bank. ~latter of Reciprocity Bank, 2'2 N. Y. H; Kearny v. Buttles, 1 Oh. St. 302; 7 C. J. 505-506. Considering these facts, I am of the opinion that if Mr. 'Volf desires ;'ab- solution" from liability as a stockhold- er he should obtain it from the court after a full hearing rather than from your office. ·Opinion No. 166 Beer-Wholesalel"S-DistlibutOl"S- Licenses. HELD: A wholesaler clearly has the right tv delh·er heer and ship it to his consignee, thus permitting the wholesaler to deliver heer at points other than the residence or location of such wholesaler. But a wholesaler or brewer may not employ a distributor in another community for the purpose of (listrihuting beer unless said distribut- or also shall have' been granted a wholesaler's license. • April 15, 1933. You have requested my construction of portions of the ~iuntana Beer Act, Chapter 100, Laws of 1933. The questions which you ask in your letter are, as you hal·e found them, dif- ficult to answer from a reading of the hill. Very wide di&cretionary powers are given to the Boanl of IJJ'qualization and, as to some of the questions asked hy you, it may be that they will be worked out and definell in rules to be promulgated by the commission. A wholesaler clearly has the right to de- liver beer and can ship same to his consignee. That will permit the whole- saler to deliver beer at pOints other than the residence or loca tion of such wholesaler. You ask whether or not a wholesaler or a brewer can employ a distributor in another cOlllmunity for the purpose of distributing beer. Apparently the intent of the law is that if a wholesaler or a brewer desires to maintain an agency in a community other than the location of such brewer or wholesaler the distributor at such location other than the location of the principal brcw- er or wholesaler shall also take out a wholesale license. '.rhere is no proli- sion in the bill for a distributor or agent to engage in the sale and distri- bution of beer for a principal in a lo- cation other than the location of the prinCipal and where such agent or dis- tributor has not taken out a license of his own. In interpreting the bill it is neces- sary to make such interpretation from the standpoint of the state and the gen- eral public rather than from the stand- !Joint of rights of particular brelycrs, rlistributors for brewers, wholesalers or retailers. The right;:; of snch individu- als must be subordir.ate to the rights of the public.