19 Mo. 327 | Mo. | 1854
delivered the opinion of the court.
Kritzer was a stockholder in an incorporated company, called “ The Independence and Missouri River Railroad Company.” Woodson' and others, the defendants, were directors of the company. The petition alleges that the defendants, as directors of the company, incurred debts on the part of the company, to an amount exceeding the amount of the capital stock paid in; the excess being three thousand dollars. It is next alleged, that a creditor of the company recovered judgment against it, and having, upon execution, sold all the corporate property, without satisfying his execution, he issued an alias execution, upon which the plaintiff, Kritzer, as a stockholder, was compelled to pay the sum of seventy-two dollars, as his proportion of the unsatisfied balance of the execution. This action is brought by the stockholder, to recover from the directors the amount so paid by him. The defendants demurred to the petition, and the demurrer was sustained.
Two questions are presented for consideration : 1st. Whether the directors of an incorporated company are liable to the stockholders for the excess of the indebtedness of the company, contracted during their administration, over the amount of the capital stock paid in ? 2d. Whether the directors are ever liable to any person, unless it is expressly charged that the indebtedness existing at one time exceeded the stock paid in ?
The directors of an incorporated company are chosen by the stockholders, and manage its concerns for the benefit of the company. Any debt that they contract in the name of the company, if contracted in good faith, is for some property or advantage secured to the company, and the company is supposed to receive a benefit equal to the amount of the debt. If they are guilty of misconduct by which the corporation suffers loss, or if they wilfully misapply or waste the corporate funds,
The provisions of the section are penal-, -and are not to be extended beyond the necessary meaning of the language. The object to be attained is, the caution in contracting debts for 'a corporation which shall always keep the creditors, secure. The section which renders the stockholders individually liable for the debts of the corporation, to double the amount of their stock, and that which renders the directors liable to the amount of any excess of debts, beyond the capital stock paid in, without regard to the amount of stock held by the directors, are both framed with the same design; that is, to protect creditors. While the directors may, under other law, be liable to the company for wilful waste and management of the corporate funds, this section was not intended to regulate their liability to the company, or to the individual stockholders, and neither the company nor the stockholders can recover against them under this section.
The directors who sued in this action may have been such for years, and. may, from time to time, have contracted debts for the company, which, in their aggregate amount, exceeded the capital stock, when there was, at no time, an existing indebtedness greater than the amount of stock; in such case, it is not supposed to be the meaning of the act that the directors should be liable for the debts. The petition is so framed as to assert the liability'of the directors on this ground. It does not charge that, at any given time, there was an indebtedness, exceeding the amount of the capital stock paid in-.
The demurrer, then, was properly sustained, and the judgment is, with the concurrence of the other judges, affirmed.