Thе Great Western Machinery Company brought action against J. C. Smith and D. E. Berger. The petition alleged these facts: On April 1, 1909, the plaintiff sold goods tó the Abe Lincoln Mines and Milling company, a Coloradо corporation, for which payment has not been made. By a Colorado statute (Laws of Colo. 1901, ch. 52, § 11, Rev. Stat. of Colo., 1908, § 911) all such corporations were required within sixty days after the first day of January in each year to file with the secretary of state a report showing among the other matters the names of its officers and directors and its financial condition. Such a repоrt was not filed in 1909 until April 17. The defendants were at the time directors of the corporation'. The statute further provided that if a corporation failed to file such a report within the time prеscribed, all its officers and directors should be individually liable for all its debts contracted during the preceding year and until the report should be filed. Upon these grounds the plaintiff asked judgment against the defendants for the amount of its claim against the corporation. A demurrer to the petition was overruled, and the defendants appeal.
The defendants maintain that the present аction will not lie in this state, because the statute invoked is penal in its nature, and for that reason a liability under it can not be enforced elsewhere than in Colorado. The statute is beyond dоubt penal in a certain sense. And it has often been broadly stated that a penal statute has no extra-territorial force, and will not be executed by the courts of another state оr country. A distinction has been made, however, between statutes which are entirely penal, their sole purpose being to punish a violation of the law for the public benefit, and’those-which are in part compensatory, the violator being required to make good to an individual a possible loss having some connection with his default. It is univer
“It is a general principle of international law that ‘the courts of no country execute the penal laws of another,’ and this is true as between the differеnt states. Many of the courts have held that this principle applies to- statutes of a state imposing upon the directors of a corporation personal liability for its debts as a рenalty for failing to file a report of the company’s condition, or to do other acts required of them by law, or for doing acts prohibited; that such statutes are penal statutes, within this prinсiple, and that they will not be enforced in the courts of other states. The more recent cases, however, show that this doctrine is erroneous and can not be sustained; that the rule of intеrnational law that the penal laws of one state or country will' not be enforced in another state or country applies only to penal laws in the strict sense, that, is, laws imposing a рunishment, pecuniary or otherwise, for offenses against the state; and that a statute imposing upon directors a liability for corporate debts is not a penal law- in this sense.”
The leading case on the subject is Huntington v. Attrill,
“It will be necessary, in the first place, to consider the true scope and meaning of the fundamental maxim of international law, stated by Chief Justice Marshall in the fewest possible words: ‘The courts of no cоuntry execute the penal laws of another.’ The Antelope,10 Wheat. 66 , 123. In interpreting this maxim, there is danger of being misled by the different shades of meaning allowed to the word ‘penal’ in our language. In the municipal law of Englаnd and America, the words ‘penal’ and ‘penalty’ have been .used in various senses. Strictly and primarily, they denote punishment, whether*334 corporal or peéuniary, imposed and enforced by the state, for a crime' or offense against its laws. . . . But they are also commonly used as including any extraordinary liability to which the law subjects a wrongdoer in favor of the person wrongéd, not limited to thе damages suffered. . . . The question whether a statute of one state, which in some aspects may be called penal, is a penal law in the international sense, so that it can not be enforced in the courts of another state, depends upon the question whether its purpose is to punish an offence against the public justice of the state, or to afford a privatе remedy to a.person injured by the wrongful act. . . . The provision of the statute of New York, now in question, making the officers of a corporation, who sign and record a false certificate of the amount of its capital stock, liable for all its debts, is in no sense a criminal or quasi criminal law. ... As the statute imposes a burdensome liability on the officers for their wrongful act, it may well be cоnsidered penal, in the sense that it should be strictly construed. But as it gives a civil remedy, at the private -suit of the creditor only, and measured by the amount of his debt, it is as to him clearly remedial. To maintаin such a suit is not to administer a punishment imposed upon an offender against the state, but simply to enforce- a private right secured under its laws to an individual. We can see no just ground, on principle, for holding such a statute to be a penal law, in the sense that it can not be enforced in a foreign state or country.” (pp. 666-676.)
In that case a judgment was first obtained in New York, and actiоn was brought in Maryland upon that judgment. The fact that the action was upon a judgment was not determinative of the matter, however, because a judgment founded upon a strictly penal statute is nоt within the protection of the full faith and credit clause of the federal constitution. (Wisconsin v. Pelican Ins. Co.,
No action can be maintained in Kansas upon the statute of аnother state authorizing the recovery of punitive damages only; or of a lump sum in which punitive and compensatory damages are inseparably blended. (Dale v. Railroad Co.,
The defendants urge that the statute in question must be regarded as penal, because the Colorado courts have declared it to be so. It is true that the supreme court of Colorado has held an earlier form of the statute to be penal, in the sense that the legislature could take away a right of recovery already accrued under it without impairing the obligation of a contract (Gregory v. German Bank of Denver,
“The test is not by what name the statute is called by the legislature or the courts of the State in which it was passed, but whether it appears to the tribunal which is called upon to enforce it to be, in its essential character and effect, a punishment of an offence against the public, or a grant of a civil right to a private person.” (Huntington v. Attrill,146 U. S. 657 , 683.)
The judgment is affirmed.