100 Me. 231 | Me. | 1905
Appeal from the decree of a single justice sustaining the defendant’s demurrer and dismissing the bill.
This suit is brought to enforce the statutory liability of the Maine stockholders in the State Bank of Monte Vista, a corporation organized under the laws of and located in the State of Colorado. The plaintiffs, four hundred and fifty in number, aver that they are creditors of said bank to the amounts stated opposite their respective names, that they appear in behalf of themselves and all other
•Of the demurrers of the several defendants some are general and some are special, but all the matters relied upon are defects in the jurisdiction or the substance of the bill, viz., for want of equity, for want of necessary parties, for multifariousness and for want of necessary jurisdiction and power in the court to enforce the statute of Colorado.
At common law the shareholders of a corporation were under no individual liability to its creditors beyond the extent of their subscription to its capital stock. Such liability where it exists is always a creature of statute. The statute of Colorado, Laws of 1885, page 264, section 1, creating such liability is set out in the bill and is as follows: “Shareholders in banks, savings banks, trusts, deposit and security associations shall be held individually responsible for debts, contracts- and negotiations of the said associations in double the amount of the par value of the stock owned by them respectively.” The bill further alleges that under and by virtue of the statutes of the State of Colorado each and every stockholder of said corporation agreed to assume and did assume liability for the indebtedness of sajd corporation, in the case of deficiency or insufficiency of corporate assets to liquidate such indebtedness, in double the amount of the par value of his stock; that each fully agreed in case of such deficiency to pay or contribute for the equal benefit of the creditors of such corporation such amount, not exceeding double the par value of the stock held by each stockholder, as might be required to make up the deficiency.
It is urged that the court of Colorado in Zang v. Wyant, supra, has decided that neither the corporation or its assignee need be a party to the suit. We do not so understand , that decision. After deciding that they need not be made parties plaintiff the court said: “Conceding that, for the purpose of a complete determination of all the rights involved they should have been made parties defendant, — the failure to do so cannot be considered here, because the
The suit in its present form is more oppressive and burdensome upon Maine stockholders than would be a suit in Colorado against stockholders resident there; for the court there would have power to compel the bank to become a party. The rights of a citizen of the forum should not be prejudiced or the public policy of the state controvened. Childs v. Cleaves, 95 Maine, 498. It is against the policy of this state to enforce a remedy against its citizens upon a liability created by a statute of Colorado, which places them in a worse position than that occupied by the citizens of Colorado whose liability under the same statute is sought there to be enforced. In other words, the defendants should not suffer because they are citizens of Maine. A suit in equity in the home of the bank itself, is peculiarly adapted to work out just and equitable results. In this way only can a legion of actions for contribution be avoided, in each one of which the amount of each of the plaintiffs’ debts might be a
Bates et al., v. Day, 48 Atl. Rep. 407, was a bill in equity brought by certain creditors of the Colorado Savings Bank, an insolvent corporation, against a Pennsylvania stockholder whose liability was created by the same statute we have been considering. It was held by the Supreme Court of Pennsylvania that the corporation was a necessary party and the decree below dismissing the bill was affirmed.
Miller et al., v. Smith, 58 Atl. Rep. 634, was a suit in equity by creditors of this same State Bank of Monte Vista, for and in behalf of themselves and such other creditors as might choose to come in, against a stockholder a citizen of Rhode Island to enforce his double liability under the same statute. It was held that the suit would not be entertained, the statute contemplating only a pro rata contribution by all the stockholders sufficient to satisfy all the creditors, and only a suit to which all the creditors and all the stockholders were parties being adequate to work out the equities.
Finally Clark v. Knowles, 187 Mass. 35, is a case precisely the same as the one at bar. It was there held by the Massachusetts court that a suit in equity by creditors of a Colorado corporation, on behalf of themselves and other creditors who may choose to come in, against a Massachusetts stockholder to enforce his double liability, under Laws Colo., 1885, p. 264, section 1, could not be maintained, the statute contemplating only a pro rata contribution by all the stockholders sufficient to satisfy all the creditors; and that only a suit in equity to which the corporation is a party brought by all the creditors against all the stockholders can be maintained.
The three cases last cited are the most recent utterances of courts of high authority involving the very question presented in the case before us.
Decree affirmed. Appeal dismissed with costs.