20 Pa. Super. 33 | Pa. Super. Ct. | 1902
Opinion by
The provisions .of the general corporation act relating to the liability of stockholders are found in sections 14 and 15, Act of April 29, 1874, P. L. 73. Section 14 provides that “ The stockholders in each of said corporations shall be liable in their individual capacity to the amount of stock held by each of them for all work or labor done or materials furnished to carry on the operations of each of said corporations,” etc. The Act of April 17, 1876, P. L. 30, amends this section by omitting the words “ or materials furnished,” but does not change the provisions of the original act as to liability for work or labor done. Section 15 provides for the manner in which the individual liability aforesaid is to be enforced. It is evident, from a careful reading of this section, that the action or bill in equity through which the liability may be enforced can be brought af
The second paragraph of the case stated, under which the single question for our consideration arises, states all the facts necessary to its understanding as follows : “ 2. That there was a balance due John F. Bower for work and labor done to carry on the operations of the said Cyano Chemical Company from September 1, 1896, to October 11, 1897, of $51.99, which was due and payable to the said John F. Bower'October 11, 1897, by the Cyano Chemical Company, and for the recovery of which said plaintiff brought suit against said defendants March 26, 1900, before J. F. Moorehead, alderman.” It is herein stated as a fact that the debt for which suit was brought against the individual stockholders was due and payable to the plaiutiff October 11, 1897, by the company. The appellant thus states the question involved: “Is the cause of action barred within six months from the date when the right of action accrues against the corporation, the principal debtor, or not until six months from the date when it is finally determined that the corporation, the primary debtor, is insolvent?” The act of assembly does not fix two dates at which the debt becomes due. The right of action against individual stockholders unquestionbly arises when the debt becomes due by the corporation. When suit can be brought against the latter, it can be brought at the same time against the former. Any other construction of this part of section 15 would render meaningless the previous provisions in regard to judgment and execution. A debt is due when it ought to be paid or when it may be demanded: 1 Bouvier, 621. The debt rvas due and paj-able October 11, 1897. Suit was not brought until March 26, 1900, more than six.months after the debt became due. The right to enforce the liability of the individual stockholder provided for in the 14th section of the act was, therefore, gone, under the limita
