Marshall v. Harris

| Iowa | Dec 13, 1880

Adams, Oh. J.

1. corporatopnijifeiinoof0esiockiíoíders' — Section 1068 of the Code provides that a failure to comply -with the law substantially in respect to publicity renders the individual property of the Jr d ^ r r j stockholders liable for the corporate debts. In Eisfeld v. Kenworth, 50 Iowa, 389" date_filed="1879-04-08" court="Iowa" case_name="Eisfeld v. Kenworth">50 Iowa, 389, a question arose in regard to this identical' association as to whether the failure to publish notice, which is conceded, was such a failure to comply with the law as was sufficient to render the individual property of the stockholders liable, and it was held that it was.

Such having been the ruling in that case, these defendants do not, as we understand, seriously contest the question of their liability, but they contend that the plaintiff should not be allowed to enforce his claim against them until he has exhausted his remedy against the assignee. But in our opinion the defendants, iinder the section of the Code above cited,, became primarily liable for the debts of the association, and might have been sued in the first instance. Their relation to creditors is not, we think, different from what it would have been if no attempt had been made at incorporation. Credit is presumed to have been extended in reliance upon the individual liability of the members. In our opinion the demurrer was properly sustained.

Affirmed.