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stock. Such special shares are made transferable only South Carolina provides that in actions for the reto employees or to the corporation, which may pro- covery of lands and tenements, whether legal or equitvide by its by-laws as to the number of shares wbich able, betterments made in good faith under the belief may be held by any employee and the mode of trans- that the title was good shall be allowed for, thus infer, and for redemption in case of the holder ceasing corporating in the statute law a well-settled rule of to be an employee.

equity jurisprudence. In Michigan, provision for the formation of corpo- Virginia, by a statute which is a transcript of the rations for the cultivation of art and art education, act of Congress on the same subject, permits persons and for maintaining free library and reading rooms charged with crime to testify in their own defense. by publio tax, appear iu the statute book. A statute This is the only noteworthy change of the law of proof Connecticut permits corporations, if they see fit, cedure in Virginia. The member of our General to distribute a portion of their profits among em. Council for that State reports that the entire body of ployees.

the statute law is undergoing revision by a commisThe recent fearful ravages of cyclones have induced sion, whose report will be ready for the action of the a new form of insurance, and Michigan has enacted a General Assembly at a special session to be called in law for the incorporation of mutual insurance com- the fall of this year. panies to insure against cyclones, wind storms and Connecticut provides for appeals by the State, with tornadoes.

the permission of the presiding judge, iu criminal In South Carolina, the individual liability of holders cases, to the Supreme Court of Errors from rulings in corporations, including banks and savings bauks, is and decisions of the Supreme Court ou questions of reduced from ten to four per cent of the par value of law. Heretofore no appeal was allowed except to the the shares held by them at the time the demand of the accused. Attorneys-at-law are prohibited by statute creditor was created.

from giving bouds in criminal cases. By a special

statute no person can be extradited on the requisition LEGAL RIGHTS AND PROCEDURE.

of a governor of another State until opportuuity is afIn the department of legislation affecting legal rights furded to apply for a writ of habeas corpus. and procedure, with which we as lawyers are especi- Analogous to the last-mentioned statute of Conally ooncerned, the statutes of this year are in the di. necticut is oue passed by Kansas, which makes it & rection of that simplification of legal methods which condition of eurrender of fugitives from the justice of marks the progress of the law as a science and a means the State where their alleged crimes were committed, of social safety.

that in addition to authenticated copies of the indictGeorgia, following the example of most of the ment or information, “sworn evidence shall be fur. other States, bas abolished the distinction between | nished that the demand for the surrender of the party common law and equity jurisdiction, and permits charged is made in good faith for the punishment of Buitors to avail themselves in all her superior courts crime and not for the purpose of collecting a debt or of equitable as well as of common-law process and re- pecuniary mulct, or of removing the alleged fugitive lief.

to a foreign jurisdiction with a view there to serve New Hampshire provides by a special act that all him or her with civil process." inctions and causes of action shall survive; by another, “This law,” says the member of the General Counthat the depositions of parties, if taken, shall be cil for Kansas, “ was doubtless enacted to check the filed.

growing practices of eastern wholesale merchants who Michigan enacts that in all judicial proceedings, civil had become ingenious in nverting a purchase of or criminal, a written statement, to which there is a goods on credit into an obtaining of property by false subscribing witness, may be given in evidence without pretenses, and armed with a requisition from the govcalling such witness, except when one or more sub- ernor of Missouri, Illinos or elsewhere, as the case scribing witnesses are made requisite to the validity might be, would haul the luckless country merchant of the instrument.

before some criminal court of St Louis or Chicago to The same State authorizes the specific performance, answer such a charge, with the sole aim and purpose by guardians of insane or other incompetent persous, of collecting their debt and then turning the alleged of contracts made by their wards for the conveyance 'fugitive' loose." of real estate; and by another act forbids the sale of Georgia also has enacted regulations looking to any blank form of deed containing the words “ greater caution in the surrender of persons under reranty deed,” or any other words implying that it is a quisitions by governors of other States. warranty deed, unless the deed is in fact a warranty Reverting to the statutes of Connecticut, a notedeed.

worthy departure from the spirit supposed to have at An important regulation by a statute of Michigan one time characterized the legislation of that State, is of the right of recovery in libel suits is noteworthy for a statute providing that no person shall be disquali. its tender consideration of newspaper publishers. The fied as a witness ou account of disbelief in a Supreme plaintiff is limited to actual damages sustained and Being. proved when it appears that the alleged libel did not The common law couteuted itselt so far as the relainvolve a criminal charge, was published in good faith, tion of inukeeper and guest was coucerved in protectand that its falsity was due to mistake or misappre-ing the guest against loss or injury while tbe relation hension of facts, provided that in the next regular is- continued. Modern legislation comes to the aid of Bue of the newspaper, after the mistake or misappre- the host, and we find a statute of Ohio prohibiting, hension was brought to the notice of the publisher, under the penalty of fine or imprisonment, or both, whether before or after suit, a correction is published the obtaining of any accommodation in any hotel, in as conspicuous a manner and place as that in which boarding or eating house with intent to defraud the the libellous article appeared. This would seem

owner or keeper thereof, and proof that the imposito be a preinium upon scrutiny and care after the libel, tion was effected by any false or fictitious show of to avoid punishment, rather than before it to prevent baggage, or neglect to pay for the entertainment reitg utterance.

ceived, is made prima facie proof of the fraudulent In Mississippi a special act provides that bills of lad- intent. ing shall be conclusive evidence of what is recited in A statute of Kentucky authorizes the erection of apthem, in the hands of bona fide holders; a statutory propriate memorial tablets by the personal represenexpression of the commercial law as it has been sub- tatives or heirs at law of a decedent at the expense of stautially established by the courts.

his general estate and as a charge of administration; a


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somewhat peculiar provision, but apparently a wise No subject within our cognizance is of greater or means of securing a suitable memorial in view of the more urgent importance, and it is a vital necessity many cases in which the subject of it neglects to create that we should not relax our efforts to secure permait during his life-time, aud the same peglect is con- nent changes and reforms in the methods of legal protinued by those who survive him.

cedure. Another statute of Kentucky provides that defeud- The duty is enhanced by the almost total neglect of auts in criminal cases may testify in their own behalf, our Legislatures, State and Federal, to meet the emerand still another introduces as a rule of evidence gency by any remedial laws or even to consider the the comparison of handwriting in cases where the subject at all. gevuineness of writing is in dispute.

In the State of New York, with a body of judicial In New York a noteworthy change in the depart- officers numbering-from the judges of the Court of ment of legal rights and procedure is the amelioration Appeals to the magistrates exercising judicial funcof the law relating to imprisonment for debt by a lim- tions of the lowest grade and excluding coronersitation of six months as the extreme period of confine- nearly 4,000, the rights of suitors are still hindered and ment in the debtor's jail or within the jail liberties. imperilled by useless and vexatious delays, for which The speaker of the New York assembly, in his closing no statutory remedy has yet been adopted by our address to the members, at the adjournment, alluded Legislature, and the same reproach rests upon to this statute in the following pathetic and pictorial the judicial administration of most if not all of the language: The poor debtor languishing in Ludlow States. street jail, bereft of hope and dying in despair, raises

GENERAL GOVERNMENT. his hands to heaven and calls you blessed." An equally prompt, and perbaps more effective, call on the part Passing to the wider sphere of government and of of these despairing prisoners was for writs of habeas general law, I advert briefly to the most conspicuous corpus, under the operation of which an immediate changes in the statute law of the several States. Ludlow street jail delivery took place. This law is not Connecticut has enacted a law forbidding and punonly in keeping with the enlarged humanity of the ishing as a crime the receipt by any public officer, age, but will also be serviceable in diminishing the trustee or agent, or any member of any board of mannumber of arrests on civil process, and the trial of the agement of any public or private corporation or inquestion of frand, deceit or the other evil practices stitution, of commissions or other compensation, for which alone arrests are authorized, on affidavit,gratuity or interest in any sale or contract connected on motions to discharge. And it is also serviceable in with the business of such corporation or institution, requiring merchants to exercise more circumspec- also forbidding any person connected with any instition in the matter of credits, and to apply with tution receiving aid from the State to furnish supplies greater vigilance the improved maxim-Caveat ven- or having an interest in furnishing them, unless as dor.

the lowest bidder after open competition. Apother step in the line of the humanities is a New An act of New Hampshire forbids savings bank offiYork statute which appoints a commission to investi- cers to act as agents for other corporations or to regate and report to the next Legislature “the most ceive any inducement from borrowers to make loans humane and practical method known to modern by their banks. science of carrying into effect the sentence of death The act to aid and promote purity of elections has, in capital cases." This is a reflection on the statute after defeat in previous years, become a law at the book of a public sentiment which has its basis in a last session of the New Hampshire Legislature. benevolence, sometimes misdirected, yet belonging to Virginia has passed two separate statutes, one “ to the better part of human nature. But while these define and punish champerty" and the other “to dephilanthropic measures may comport with the main- fine and punish barratry." The first act provides that tenance of justice and the due severity of her penal any person who shall solicit, procure or induce any laws, we cannot shut our eyes to the fact that the buit, action, petition or motion to be brought, filed or cunning and greed and rapacity of crime, in their made against the State of Virginia or any citizen subtler methods, keep pace with the march of civiliza- thereof, by verbal representation or by writing or tion and refinement. In old times the footpad and printing, shall be deemed guilty of the offense of highwayman contented themselves with the purses champerty, and on conviction adjudged guilty of a and trinkets of an occasional traveller. The modern misdemeanor and punished by fine of not less than gang of thieves, as in the case of the maiu thorough- $100 nor more than $300 for each offense, or by impris fare of our greatest commercial metropolis, put Dick onment for not more than sixty days, or both, in the Turpin to the blush by stealing the highway itself, discretion of the jury. The second act provides that and leaving it in such a state of uncertainty as to the any person licensed to practice law in any of the ownership of its easements that a special statute of courts of Virginia, who shall solicit, procure or induce New York was required to disentangle the intricate any action, suit, petition or motion as above against network woven by its captors.

the State, or any citizen thereof, by verbal represenIn Maryland two amendments of the law of legal tations or by writing or printing, shall be deemed procedure have beeo made to expedite proceedings in guilty of the offense of barratry and provide for the civil cases. Monthly rule-days have been established disbarring of the offender. If these statutes are to be in the courts of Baltimore, at which trial calendars taken as meaning what they say, the practice of the are made up in substitution for the three terms for- law in Virginia seems likely to become an expensive merly held during the year. And an additional yearly | luxury unless the lawyers can find an abundant supterm of the Court of Appeals has been created, making ply of non-resident defendants. Probably the sweepthree terms instead of two.

ing terms of the law will be confined by construction Mr. Hinkley reports that these changes will reduce to cases of stirring up law suits which it is the policy the average time occupied in a contested case, includ- of the State to exclude from her own or the Federal ing the hearing in the Court of Appeals, to about vine courts. months, instead of about eighteen months as hereto- Free public libraries are authorized by law in Ohio fore. He very naturally connects this substantial re- under certain restrictions to be maintained in cities form in the Maryland practice with the action of this of a population not exceeding thirteen thousand, of association at its last session on the subject of “De

two thousand volumes and over, by direct tax not exlays in judicial administration.”

ceeding one-tenth of a mill ou the taxable property.

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Kansas also makes a similar provision for public vice president of the United States. The terms of libraries.

this importaut statute are well kuown. They intrust In New Jersey a pension of $100 per year is accorded the executive power to the secretary of State, or in to soldiers of the war 1812. In Michigan all discharged case of his disability, to the heads of the departments soldiers, sailors and marines are exempted from poll. of the treasury, of war, of justice, of the post-office, tax.

the navy, and the interior, successively, in the order Soldiers are exempted from poll-tax,and Decoration named, until the disability of the president or vice. Day is made a legal holiday by Kansas.

president can be removed, or in case of death, until a New Hampshire provides that poor soldiers and president can be elected. This is a rare instance of a their families shall be supported at their own homes, statute as to which we may all join in the common wish instead of at the county institutions; and Ohio makes that it may never take effect. But at the time of its special provision for the same class.

passage and approval, January, 19, 1886, it was a tardy Ohio, by a stringent statute, makes the advertising provision for an emergency, the possibility of which of lotteries in any form a misdemeanor.

was brought into prominence by the sudden death, Michigan creates an advisory board of pardons, one during the recess of Congress, and while the Senate of whom is to be an attorney and the other a pbysi- was without a president pro tempore, of Vice-Presician, to investigate and report on all applications for dent Hendricks. This sad events, thus linked with pardon of convicts or commutation of sentence. Mr. the statute just adverted to. deprived the country of Wells, the member of the General Couuoil, reports a publio servant, whose sterling worth of character that the governor has been greatly aided and relieved bore in a special manner the true American stamp of by the practical operation of this act.

self reliance, independence aud patriotism. Of the Mississippi, by a series of well-considered acts, pro- | people and near the people, bis death called forth a tects the rich alluvial district of the Mississippi region general testimonial of regret and respect, singularly from the overflowing of the river.

akin in its expression to the native elemenis of his honActs for the protection of game and fish find a place est and robust nature. As a member of this associain the statute books of Georgia, Iowa, Massachusetts, tion, and a brother honored in our profession, this Maryland, Kentucky, New Jersey and Michigan. New word of commemoration finds in the opening hour of York prohibits the killing or shooting of song birds, our meeting its fitting place as a tribute to the memor wild birds not game birds, at any time or for any ory of an able, fearless and honest man. purpose, but specially excepts the English sparrow from Nor may it be out of place to link with this brief the benefit of this act.

mention of Vice-President Hendricks a passing tribA brief notice is in place here of what may be called ute to the memory of that eminent member of our agricultural legislation. Under this head a noteworthy profession whose name, associated with bis in 1880 in statute is that of South Carolina, giving to landlords the candidacy for the bighest offices in the gift of the a first lien on the crops of the tenant for rent, and to people, is now, and within a period of less twelve months laborers a lien vext in order of priority to the extent from his death, inscribed with his on the roll of the of sums due them for aiding in making crops, and a nation's dead; and in the near retrospect of his finspecial act prohibiting the stealing of vegetables. ished career, speaking of Governor Tilden to bis

Georgia, by a statute, encourages the search for brethren of the American Bar, I may be permitted a phosphates.

simple attestation of his thorough training in legal Michigan provides for the publication and dissemi- | principles, and his wise, far-reaching sagacity in the nation of usual information derived from its agricul application to affairs, private or public, as the source tural college, Also by another act for the collection and secret of his mastery, whether in council or in acof apiariau statistics as to the production of honey tion, and the sure foundation of his claim to tbe grateand wax.

ful respect of his countrymen. Connecticut has passed a law to encourage the plant- Besides the acts of Congress to which I have ading of forest trees, which provides for the appointment verted, there are bardly any which have been passed by the governor annually, in the spring, of an “arbor in the exercise of the law-making power, from which day” for tree planting, and exempts from taxation I exclude all grants of pensions and other moneys and for twenty years land not worth over $20 an acre, on provisions for building bridges, light-bouses and other which the owner shall have raised by planting lumber public works. The permission to owners of United trees, of the average height of six feet, of any of the States merchant vessels, and of any property on board following kinds, to-wit: chestnut, hickory, ash, white thereof, to sue the United States for damages by col. oak, sugar maple, European larch, white pine, black lision arising from mismanagement of any governwalnut, tulip or spruce, not less in number than 1,200 ment vessel, is a wise departure from the rule which to the acre.

forbids the bringing of suits against the sovereign New Hampshire by a joint resolution makes provis- power by a citizen or subject, and which worked specion for a like appointment of an arbor day by execu- ial injustice in the cases to which the remedial statute tive proclamation with the advice and consent of the applies, while the act for the increase of the vary and council.

that relieving the merchant shipping from fees for In the legislation of Congress a careful iuspection of measurement of tonnage and other charges, and the enactments of the session of eight mouths, just amending the regulations as to shipment and disterminated, discloses the fact that out of the 1,101 acts charge of crews, all relate to national or commercial which passed both houses, and the 987 which became needs in the department of our maritime interests too laws, those of general interest to the whole country, long neglected. as distinguished from local or class legislation, or the The shortcomings of Congress in the matter of atBatisfaction of claims on the treasury, can be counted tention to the public interests compared with the long on the fingers of one hand.

period of its session, have been made the subject of I have already adverted to the act requiring iustruc- that general criticism and condemnation on the part tion in the public schools in physiology and hygiene, of the press and the public, by which they content and to the oleomargarine act. Next in order, but first

themselves with abusing what they consider abuses. in importance, and the most noteworthy enactment But as members of the American Bar, we have our of the national legislature, is the law providing for the special and particular ground of censure in respect to event of a vacancy in both the offices of president and

the negleot of Congress to remedy erils in judicial ad

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ministration which are of long standing, of the grav- must accept this waste as a necessary part of the comest character and the most serious in their conse- plexity of our American system of numerous and inquences.

tertwined State aud Federal sovereignties, an experiIn the face of an imperative deinand for some pro- ment whose basis is direct representative government vision for the relief of the Supreme Court of the by popular legislative bodies and which must needs United States for the burden imposed upon it by the work out its many problems at whatever cost. Hapcondition of its docket, Congress has done nothing pily the evils of our legislation do not touch the core to meet the emergency, The total number of cases on of the public safety so as to be remediless, and a sound the docket of the term which ended last May was publio opinion already asserts itself against them. We 1,340; of these 489 were added during the term, while may be sure that any real improvement and advance the number of cases disposed of was only 440, so that toward the perfection of the best government, which the docket has gained on the court forty-nine cases, in governing least legislates least, must come from our and it will begin next October term with a docket of own profession. If lawyers are not willing to aid by 900 cases as against 851 last year. These figures, fur- | intelligent effort, by self-sacrifice, and by wise, disnisbed by the clerk of the court, show that the delay criminating concert of action to simplify, purify and to suitors in the court of last resort in our national make more serviceable for the general good the methjudicial system is not only a present but a steadily- ods of making and of administering the law, no one growing mischief. The means of relief are within the else ever will or ever can undertake the work, for to power of Congress, by the adoptiou of any one of the no other body of bien is committed the sacred trust of various plans which have been under consideration making human justice, in its manifold application to during several sessions, and in respect to which this human wants and interests, conform to its original association has repeatedly expressed its opinion and and divine pattern. and urged immediate action in the interest of the It is in the hope that our action here may conduce right administration of justice. Meanwhile the prac- in some measure to this desired end that I declare the tical administration of the Federal judiciary, in spite ninth amuual session of the American Bar Association of the indifference and culpable neglect of Congress, to be now opened. has never been more serviceable than during the past year. The task of the reorganization by means of legal proceedings of many of the great railroad systems

CORPORATIONS - FOREIGN LIABILITY OF has necessarily devolved on the Circuit Courts of the

United States, and the promptness, ability and im-

partiality with which yovel complicated questions of
jurisdiction and of legal and equitable rights and pro- MASSACHUSETTS SUPREME JUDICIAL COURT.
cedure have been disposed of by our Federal judges

JULY 6, 1886.
deserve the high appreciation and commendation of
the bar.

If I may be permitted to express an individual opin-

ion, 1 take leave to say that in my judgment the two
things most needed to advance the public interest in

The alleged liability of individual defendants to a foreign the matter of legal and judicial procedure are the in

corporation cannot be enforced in a court which has ro crease of the number of United States Circuit Court

jurisdiction over such corporation except such as resu judges, with proper provision for appellate courts and

from an appearance by attorney.
the assimilation of the methods of procedure in the IE facts appear in the opinion
State court to those of the Federal courts in the prac-
tical abolition of costs and mere practice motions, and
the cutting up, root and branch, of tbe abuse of the

H. R. Bailey, for plaintiff.
extraordinary remedies of injunction and other pro- Ambrose Eastman, for defendants.
visional writs or orders by expediting the hearing and DEVENS, J. The claim of the plaintiff, a foreign cor-
determiuation of the main issue.

poration, is upon certain promissory notes signed by These things could be accomplished and made effect. the principal defendant, also a foreign corporation. ive all over the country, if our legislative bodies would This latter corporation has no property which can be give to practical reform a tithe of the time misspent reached so as to be attached, and the plaintiff seeks to on trivial affairs.

establish, as against the individual defendants, that CONCLUSION.

they are under such a liability to the principal defendIn the summary which I have thus attempted to ant that they may be treated as its debtors, and orgive of noteworthy changes in the law, the few laws dered to pay their debt as its equitable trustees, so far to which I have referred have been culled from a as that may be necessary, in order to discharge the grand total of over 6,000 statutes; a great mass, includ- plaintiff's claim against the defendant corporation, ing many crude, unwise, ill-considered and useless The plaintiff also contends, that by the facts set forth enactments, whose defects are made more conspicu- in his bill, he states a case which is as good as a credons by comparing them with each other.

itor's bill, under the equity jurisdiction of the court. The waste of time, of thought, of physical strength The plaintiff does not set forth any contract made aud of publio money involved in our legislative meth- by the defendant stockholders, except that they subods, would be simply appalling if we look at it solely scribed for and took the capital stock of the corporaiu reference to the vast amount of labor expended as tion. Nor does it allege any promise made by them in compared with the apparent results attained. The relation thereto, or in regard to the liability which it great mass of legislative acts relating to subjects says they incurred “independently of any statute or which might be, and which in many States are remit penal liability.” In the absence of any promise defited to simple judicial action, such as the change of nite in its character, on the part of the stock bolders, names of individuals, those which deal purely with there can be no liability to the corporation, or the local matters, which under general laws could be re- creditors of the corporation, which does not proceed mitted to the local municipalities, and the whole busi- from a statute of Connecticut, under which it is creness of the creation and regulating of private corpora

ated. tions inight be, and doubtless in time will be, every- The corporation is one formed under general laws where placed under general law. But meanwhile we of that State, aud the liabilities of stockbolders, or of







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subscribers of the stock, are such as are prescribed by Again, the bill alleges that the defendants were
those laws. Their subscription to the stock can have bound to have made a full and honest payment for the
imposed upon them no others. The allegation of the shares, as subscribed for by them, to the extent of
plaintiff must therefore be interpreted as meaning their par value; that they actually paid for the same
that the alleged obligation of the subscribers is inde- by a transfer of property, kuowingly reckoned by
pendent of any statutory or penal liability, which is them at a price which exceeded by far its real value;
imposed in terms. Where no promise is alleged, the that they are now liable to make further payment for
only contracted obligation on the part of the subscrib- their shares of stock; and that by the laws of Connec-
ing stockholder must be that which arises from his re- ticut, and according to the ordinary rules of equity,
lation. Whether it be expressed in terms or derived any stockhoider who has not paid up his stock in full,
from his relation under the laws of the State of Con- can upon the insolvency of the corporation be made
necticut as those laws may be interpreted by compe- personally and directly ijable at the instance of any
tent authority, it is not a common-law obligation, but creditor, for the amount remaining unpaid and equit-
one created by the statute under which the corpora- ably due.
tion is formed. Terry v. Little, 101 U. S. 216.

The individual defendants were the sole stockThe liability of stockholders in a Connecticut cor- holders and also the officers of the corporation, and poration must be determined by the laws of that State. the transactiou by which they paid for their stock was Hutchins v. New England Coal Co., 4 Allen, 580; Jones a transfer of a certain amount of cash, machinery, v. Sisson, 6 Gray, 288; Penobscot & K. R. Co. v. Bart

tools aud other property, together with certain ingenlett, 12 id. 244; Blackstone Manuf. Co. v. Blackstone, tions, and the letters-patent therefor. It is alleged 13 id. 488.

that in reckoning the payment an exaggerated That the statutes of a State do not operate extra- value was knowingly placed upon all these descripterritorially, proprio vigore, will be conceded. How tions of property. That in the absence of fraud an far they should be enforced beyond the limits of the agreement may ordinarily be made by which stockState which has enacted them must depend upon sev- holders may be allowed to pay for their shares in pateral consideratious; as whether any wrong or injuryents, mines or other property, to which it is not easy will be done to the citizens of the State in which they to assign a determinate value, would appear to be well are sought to be enforced, whether the policy of its settled. The bill does notaver any fraud intended to own laws will be contravened or impaired, and be committed or actually committed on the public or whether its courts are capable of doing complete jus- plaintiff by these defendants, by obtaining from those tice to those liable to be affected by their decrees. with wbom the corporation dealt a false credit. The Where the rights sought to be passed upon and deter- | liability alleged is one due to the corporation, growing miued are those which arise from the relation between out of the relation of these parties to it as stocka corporation and its members, they depend upon the holders. The extent of that liability, and the mode in local law which exists at the place of its creation, and which it shall be enforced, and the position in which true policy would seem to require us to leave them to the stockholders are placed, must be determined by be there determined. The liability which the stock- the laws of Connecticut, and by a tribunal that can holders are alleged to be under to the corporation and control the conduct and action of the corporation. its creditors has little analogy to a demand for a debt The mere appearance by attorney of the defendant due, according to the generally recognized principles / corporation does not enable the court so to do. of law. It is of a peculiar character, involving the or- In a clause subsequent to that we have considered ganic law by which the corporation is created, and re- the plaintiff avers that as promoters and officers of the quiring local administration. We have heretofore in corporation, the defendants owed the duty to see that similar cases declined to pass upon them, and deter- the stock subscribed for was fully and honestly paid mine the relation existing between a foreign corpora-in; that tbey failed to perform that duty, and were tion and its members, and the obligations arising thus guilty of a breach of trust in not requiring the therefrom. Halsey v. McLean, 12 Allen, 438; Smith v. full and fair payment of the capital stock. No allegaLife Ins. Co., 14 id. 336, 341; Kansas Const. Co. v. To. tion is here made of any fraud committed upon the peka, S. & IV. R. Co., 133 Mass. 34.

plaintiff as a creditor of the corporation. That which The reasons why we should not in the case at bar is set forth is a misfeasance on the part of the officers undertake to enforce the alleged obligations of the of the corporation for which it may be they members of this corporation appear decisive. They would be liable in damages to the corporaare quite different from those which arise in Massa- tion, but the plaintiff cannot this account .chusetts from a contract to have and subscribe for hold the defendants as debtors of the corporashares. By our laws, as settled by many decisions, in tion, who had failed to pay fur their stock, which is the absence of an express promise to pay for shares, the ground upon which, iu either respect, its bill provoue is created by a mere subscription therefor. Nor ceeds. Nor if these averments are sufficient to show is any created by the mere agreement to take shares. that the transaction by which simulated payment was No personal liability exists, as the corporation can by made, constituted a fraud upon the corporation, would law assess such shares, and sell them for nonpayment the defendants become the debtors of the corporation of assessments, which is beld to be a sufficient remedy. and liable as such to pay as stockholders. As the corAndover & Medforu Turnpike Corp. v. Gould, 6 Mass.poration retains what it has received, even if it were 45; Same v. Hay, 7 id. 102; Franklin Glass Co. v. defrauded in the transaction, its remedy would, acThite, 14 id. 285; Ripley v. Sampson, 10 Pick. 371; cording to the ordinary rule of law, be in damages for MechanicsFoundry & M. Co. v. Hall, 121 Mass. 271; the wrong it had sustained from the stockholders. Katama Land Co. v. Jernegan, 126 id. 156. While a Foreman v. Bigelow, 4 Cliff. 508. The bill does indeed different rule prevails in many States, the grounds aver that by the law of Connecticut the defendants in upon which these decisions rest have also been ap- such a case are liable as stockholders for a further proved in others. Kennebec & P. R. Co. v. Kendall, payment upon their stock, so as to make a full and 31 Me. 470; Railroad Co. v. Johnson, 10 Fost. 403; honest payment. If such is the law of Connecticut, Railroad Co. v. Bailey, 24 Vt. 465; Seymour v. Stur- and if such a liability may be treated as a debt, this gess, 26 N. Y. 131. It does not seem advisable that we law varies so much from that which ordinarily controls should seek to enforce a liability thus differing from iu regard to similar liabilities, and also in the enforceany which would have been incurred if the defendants ment of contracts, that we are compelled to leave it to bad subscribed for shares of stock in a corporation local administration. formed in this State.

Bill dismissed.

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