176 Mass. 294 | Mass. | 1900
The principal questions in these cases have lately been considered by this court, and by several other courts, State and Federal. The case of Hancock National Bank v. Ellis, 166 Mass. 414, and 172 Mass. 89, was brought under the same statute as the present cases, and is like them in its facts. Howarth v. Lombard, 175 Mass. 570, was brought under a statute in the State of Washington, which is different in its provisions, and is differently construed by the Supreme Court of that State; but the principles stated in the opinion in that case are for the most part equally applicable to the causes now before us. In Whitman v. Oxford National Bank, 176 U. S. 559, the first mentioned statute was carefully considered, many cases were referred to, and a conclusion was reached in entire accord with the other cases above cited.
It is settled by these decisions that stockholders in corporations organized under the laws of Kansas are liable severally, and not jointly, to the judgment creditors of the corporation
It remains to consider the contention of the defendants that the actions are barred by the statute of limitations or by loches. It is not contended that in any view of the case the statute of limitations of this Commonwealth is a bar to the actions, but the contention is that the statutes of Kansas on this subject relieve the defendants from all liability in these suits. It is agreed that by the terms of the statute of limitations in that State, if a person is out of the State when a cause of action against him accrues, the period limited for the commencement of the action does not begin to run until he comes into the State. It is also agreed that by the decisions of the courts of Kansas this provision applies to non-residents. The auditor has found that the defendants are all residents of Massachusetts, and it does not appear that they ever could have been sued in Kansas.
The statute of limitations in Kansas is of general application. In the statute on which the plaintiff’s rights rest, there is no limitation of the right, founded on a requirement that the right be enforced within a specified period of time. Nor is there any ground for- the contention that there has been loches which affects the plaintiff’s rights. These are actions at law in reference to which there is an express statute of limitations, and the doctrine of loches does not apply. Even if the doctrine did apply, it does not appear that there has been unreasonable delay on the part of the plaintiff in enforcing its rights.
In the case against George F. Baker there is a defence which does not appear in the other cases. This defendant holds claims against the corporation in which his liability as a stockholder is sought to be enforced. These claims he seeks to set off or to use as an equitable defence against the claim of the plaintiff. It is clear that under the statutes relating to set-off in actions at law he cannot avail himself of these claims as an answer to the plaintiff’s suit. They are not claims against the plaintiff. But it is held in Kansas that a stockholder who in
It is contended that the Commonwealth Loan and Trust
The result is that in the first three cases judgments are to be entered on the verdicts, and in the case against George F. Baker judgment is to be entered for the plaintiff for the amount of the verdict, less $1,252.67, the amount of the enforceable claims which he holds against the corporation.
Ordered accordingly.
The form of the guaranty in each instance was as follows • “ For value received the Commonwealth Loan and Trust Company hereby guarantees the prompt payment of the interest on the within note as it becomes due, and the collection and payment of the principal sum thereof within two years after the date of default (if any be made), in the payment of the same, and agrees to pay interest upon said note after such default at the rate of seven per cent per annum, computed semi-annually. On condition, however, that this company may at any time purchase the within note of the holder thereof, by paying therefor the face value thereof and the accrued interest thereon at the rate of seven per cent per annum, to be computed semiannually.”