Kate Walker Amess. v. American National Bank of Portsmouth

Summary

The court held that the banks’ agreement transferred the First National’s assets, required the American National to assume its liabilities, and limited any indemnity obligation to the amount established after a required classification of collectible assets. Because the classification had not been made, the note executed by the First National was unauthorized under the contract, and the bill adequately sought its cancellation, an accounting, and related relief. The court also held that the American National could not sell transferred assets to itself absent express or plainly implied authority, and that the stockholders could pursue the asserted claims despite the receivership and assessment proceedings.