| Pa. | Mar 21, 1864
The opinion of the court was delivered, by
The complainants set forth in their bill four different claims. Three of these are in the capacity of creditors and assignees of creditors. As to them the complainants have their remedy at law by suit. The defendants being an incorporated company, there Ayas nothing to forbid their action arising out of their relation as stockholders. A stockholder who has individual transactions with a corporation may become its creditor, and sue as others can.
One of the claims set forth is for moneys paid by the complainants as stockholders to a judgment-creditor who had sued the company for his claim, and joined with it the complainants and some others as stockholders, under the provisions contained in the 23d section of the Act of 7th April 1849. The judgment was rendered against the company and the Brinhams, who were the only stockholders residing in the county. The complainants, therefore, claim contribution from the other stockholders, as liable under the 5th section of the Act of 27th March 1854, supplementary to the Act of 7th April 1849. The right to contribution is clearly statutory. Neither at law nor in equity are stockholders contributing to the capital of an incorporated company individually liable for the debts of the corporation. The liability arises solely in the statutory proAÚsion. As a consequence it is wholly governed by the statute, and the rights of the party claimant under the statute must be ascertained by it.
The 5th section of the Act of 27th March 1854, making the stockholders of manufacturing companies jointly and severally liable for the debts of the company due to miners and others named in it, expressly provides that the liability is to be enforced, and collected in the manner provided for in the act to which this is a supplement.
The 23d section of the original Act of April 7th 1849, enabling a creditor to enforce a liability against the company and the stockholders, provides that he may join any one or more of the stockholders, and proceed to the mode of collection thus: “ the
The argument of the complainant is that this section gives to the stockholder paying the judgment a right of recourse to all the stockholders, but provides no remedy; and because a legal action against each for contribution would be expensive and burthensome, he has no convenient and sufficient remedy at law, and must be permitted to seek it in equity.
The argument is founded in a misconstruction of the statute. First, the liability to the creditor under the Act of 1854 is limited, and not general, or it is only a liability “ to be enforced and collected in the manner provided for in the act to- which this is a supplement.” .
Next, under the Act of 1849, the liability is to be enforced against those only who are made parties to the creditor’s suit, and against whom he obtained a judgment. The collection is then specifically to be made by execution against the company, and for want of goods, &c., against the stockholders, defendants in the judgment.
Then, when we come to the remedy of the stockholder paying the judgment, he is to have the use of the judgment by an assignment for his benefit, “ with power to enforce the same in manner aforesaid.” What was the manner aforesaid? It was execution first against the company, and then against the stockholder liable on the judgment. Now this is just what the act proceeds immediately to say after the words in manner aforesaid, viz.: “ first against the company, and in case the amount so paid by him or them shall not be collected of the property of the company, then rateably against the other stockholders, if any such there be, originally liable for the claim on which such judgment was obtained.” If the words originally liable for the claim on which such judgment Avas obtained are to be interpreted to refer to all
The judgment of the court at Nisi Prius must therefore be affirmed.