64 Me. 379 | Me. | 1875
This is an action on the case brought under the provisions of R. S., c. 48, in favor of the plaintiffs as creditors of the Rockland Shoe Company against the defendant, one of its stockholders.
The company is a manufacturing corporation, organized in 1872, for the purpose of manufacturing boots and shoes at Rockland, under the provisions of c. 48, §§ 18, 19 and 20, and acts additional thereto, and underwritten articles of agreement, dated January 27, 1872. The due organization of the corporation and the regularity of its subsequent proceedings are conceded.
Chapter 48 of Revised Statutes relates to “manufacturing, mining and quarrying corporations.” The three last sections relate to “manufacturing, mining and quarrying companies incorporated by general law,” and provide a mode by which such companies “may organize into a corporation, adopt a corporate name, define the purposes of the corporation, fix the amount of the capital stock, which shall not be less than two thousand dollars, nor more than
After’complying with the provisions of the statute those thus incorporated, by § 5, are declared to “be a corporation the. same as if incorporated by a special act, with all the rights and powers, and subject to all the duties, obligations and liabilities provided by this chapter, (c. 48) and chapter forty-six.”
No distinctions were to be made as to the origin of a corporation, whether it be by special act or it be “incorporated by general law.” If any were to bo made, then the latter kind would not be “the same as if incorporated by a special act.” But both kinds of corporations are placed upon a perfect equality as to “rights and powers” as well as to “duties, obligations and liabilities.”
The plaintiffs claim to have brought their case within R. S., c. 48, § 9, and within the case of Lovegrove v. Hunt, 58 Maine, 9, and we think they have, and are entitled to recover unless their right of action is defeated by subsequent legislation.
TJpon the twenty-fourth day of February, 1871, “a:i act fixing the liability of stockholders in corporations,” c. 205, was approved and became the law of the state.
By § 1, “The capital stock subscribed for any corporation is declared to be and stands for the security of all creditors thereof; and no payment upon any subscription or agreement to or for the capital stock of any corporation, shall be deemed a payment within the purview of this act, unless hona fide made in cash, or in some other matter or thing at a hona fide and fair valuation thereof.”
By § 2, the withdrawal of any portion of the capital stock of the corporation, directly or indirectly is declared void as against any person having thereafter a hona fide judgment against said corporation and as against receivers and trustees.
By § 3, the judgment creditors and the trustees or receivers of corporations are authorized to maintain a bill in equity against any person or persons “who have subscribed for or agreed to take stock in the said corporation, and have not paid for the same; or
By § 5, “no stockholder in any corporation in this state, except in banks, shall hereafter be liable for the debts or claims against said corporation beyond any amount or amounts withdrawn or not paid in as aforesaid; but this act shall not affect the liability of any officer of any corporation.”
The language of the act of 1871, c. 205, is clear and explicit. No room is left for any doubt as to its meaning. It was intended to have effect according to its terms. The past liability of stockholders had been fixed by previous legislation. This act was to fix their liability in the future. So far as it modifies, changes, restricts or limits the then existent liability of stockholders, it must be regarded as a repeal of any law, which is thus modified, changed, restricted or limited by it provisions.
The provisions of R. S., c. 48, § 9, under which this action is brought, are inconsistent with the act which we have just been considering and that section must be regarded as necessarily repealed by the subsequent legislation upon the same subject matter — the liability of stockholders.
To hold the defendant liable would be to disregard the spirit, as well as the letter, of the act of February 24, 1871. Indeed, the act would be unnecessary, and its passage a work of supererogation, if the more efficient and burdensome liabilities of R. S., c. 48, § 9 were to remain in full force and vigor.
Plaintiffs nonsuit.