57 Vt. 625 | Vt. | 1885
The opinion of the court was delivered by
This case stands on demurrer to the declaration which was framed upon that part of section 7 of the charter of the St. Albans Trust Company, which reads as follows:
“ The said directors shall be liable to the creditors and stockholders of said corporations for any loss which may be sustained iu consequence of any incompetency, unfaithfulness, or remissness in the discharg'e of their official duties hereinbefore or hereinafter prescribed, and any number of such directors may be sued in the same action by any claimant under these provisions.”
It is insisted that no action, at law can be maintained by a creditor upon this statute, and that the action given is a suit in equity. The plaintiff was a creditor of said company by reason of being a depositor. The authorities in the different states upon the point here made cannot be fully reconciled. The conflict, however, is largely explainable upon the difference of the statutes and of the remedial systems of the several states.
The language of this charter is appropriate to a remedy at law, hut is not restricted to it. Such a provision, therefore, should be construed so as to provide the most complete, convenient, comprehensive, and equitable remedy which its language will admit of. That a proceeding in chancery would furnish such a remedy, and that a suit at law would not, is very apparent. It is not equitable that one depositor should get any advantage over the others of the same class. It is just that the directors guilty of the delinquencies specified should reimburse depositors for any loss resulting from such delinquencies; but if they have not the means to make up the loss to all, there should be a distribution in proportion to the respective deposits affected by the loss. If the
This is the construction adopted as to statutes substantially like this by the Supreme Court of the United States in the case last cited and others; also by the highest courts of several of the states. Pollard v. Bailey, 20 Wall, 520 (87 U. S.); Stone v. Chisolm, 113 U. S. 302; Bank v. Stevenson, 10 Gray, 232; Crease v. Babcock, 10 Met. 525; Buchanan v. Iron Co. 3 Bradw. 191; Same v. Low, Ib. 202; Thomp. on Liability of Officers, p. 456.
I think there is no case where, under a similar statute, the liability was for a loss, not a debt, and the point was made as in this case, any court has held that the remedy was not in chancery. The cases where the point was made and a legal remedy was maintained, are those in which the liability was for a fixed sum or amount, regardless of the solvency of the company, and where the right of recovery depended only on showing the delinquency of the officer. In the case of Buell v. Warner, 33 Vt. 570, which stood on demurrer to the declaration, this question was not raised. It was not alluded to in the causes of demurrer assigned, or in the opinion of the court or elsewhere in the report of the case. The demurrer was based solely on the insufficiency of the declaration, without question as to the forum. It is suggested that the eminence of counsel for the defendants precludes that the point could have been overlooked. That may be true, but they, as I think, had good reason for
In view of its broad' application it is important to give section 7 a construction that will be efficient and just. The equitable remedy is as certain to operate as a spur to official faithfulness as the remedy at law, and is much more convenient," economical, just, and effective, and has the support of the best authority. It is now made the remedy by express statute in Massachusetts. This view renders it unnecessary to notice the other points raised by the demurrer.
Judgment affirmed.