Robison v. CareyRobison v. Carey
By the Court.
delivering the opinion.
Thе great questions made by the demurrer in this case, as to the liability of the stockholders in insolvent bаnks, were abandoned in the argument, because previously discussed in different cases at this term. I refer to those cases for the judgment of this Court, on those interesting questions, and proceed to notice two points made in this case.
This is a bill brought by the assignee of the Bank of Columbus against certain of the stockholders of the Planters & Mechanics’ Bank, to compel them to pay up the amount unpaid on their stock, or so much thereof, rateably, as mаy be necessary to satisfy the demands of the Bank of Columbus against the Planters & Mechanics’ Bаnk, or that they be decreed to pay such proportion of the debts due to the complainant, as assigneé óf the Bank
The demands claimed in the bill are founded on the bills of the Planters & Mechanics’ Bank, and also other evidences of debt, as certificates of deрosit. It goes, therefore, upon the personal liability of the stockholders, under the 11th seсtion of the charter, for the demands due on the bills held by the complainant; and it goes also upon the stock unpaid by the stockholders for the demands due on those bills, and demands due оn other accounts, as set forth in the bill. Hence, the double aspect of the prayеr of the bill, as above set forth.
The bill-holders, no doubt, can proceed at Law, each in his several action, to compel the stockholders to pay, under the 11th section; for that section makes them liable, as “in common actions of debt.” This remedy is provided by the сharter. Prince, 12V. But it does not follow, that because a bill-holder may sue at Law, he must sue at Law. The remedy at Law, in many cases, as in this, would be inadequate. The liability by the charter is “in proportion to the amount of shares, and the value thereof, that each individual or company mаy hold.” It is, therefore, a case for apportionment and contribution; and such casеs belong to the jurisdiction of a Court of Chancery. 1 Maddox’s Ch. 232. 1 Story’s Eq. §§469, 470. Angell & Ames on Corporations, 564.
Again, Equity will take jurisdiction, in order to avoid a multiрlicity of suits. The remedy at Law would be an action against each stockholder, and in each suit, the plaintiff would recover only that stockholder’s proportion of the common liability. Hence, to collect his debt, he might be driven to a number of actions. The debts due to thе complainant in this bill, are large in amount. A number of the stockholders, indeed all, as the bill avеrs, who could be made parties, are brought before the Court, and a multiplicity of suits is avoided. On this account, the bill is sustainable. 1 Story’s Eq. §§64 to 67, 478, and 483. 1 Kelly, 376.
But this bill goes upon another and distinct ground for the recovery оf all the debts due by the Planters & Mechanics’ Bank to the Bank of Columbus, whether by bills or otherwise. It goes upon the ground that the capital stock of the P. & M. Bank is an equitable or trust fund, for the paymеnt of its debts, and that the unpaid stock is a part of the capital stock, and may be follоwed in the
The demurrer tо the bill, therefore, upon the ground that the complainant has an adequate Common Lаw remedy, was, in our judgment, properly overruled.
The bill does not charge the defendants as jointly liable to the plaintiff for the whole of his debts. It does not assume that they are liable, but rateably, and seeks to recover rateably аgainst each. If this ground goes upon the idea that the bill makes or seeks to make the defеndants liable as joint contractors, it is not warranted by the bill. The bill seeks to charge them, as the demurrer demands, separately and severally. In this view of it, all that has been already said is applicable to this demurrer, and it also was well overruled as not being warranted by the case made in the bill.
Let the judgment be affirmed.