26 Me. 191 | Me. | 1846
The opinion of the Court was drawn up by
— The first question to be considered is, whether the plaintiff’s situation was such as to subject him to the operation of the statute of 1839, c. 400. As the act creating the corporation, to which the credit was given, was passed in 1833, it is contended, that it was not competent for the legislature, afterwards, to enact that the individual stockholders in it, should be made liable for its debts. But this debt was incurred after the passage of the act of 1839; and that act did not provide for any such liability, except for debts incurred after its passage; and this debt was incurred in 1841; and the plaintiff purchased his stock in the corporation after that time. He may, therefore, be regarded as having purchased with full knowledge of the liability intended to be created, and, therefore, as assenting to it. And besides; if the cor-porators were not satisfied with their individual liabilities, so created, they had it in their power to cease incurring them. We are satisfied, therefore, that it was competent for the legislature to make such a provision.
It is next insisted, that, if the private property of individuals could be rendered liable to be levied upon, it could not be done by virtue of judgments and executions against their corporations, in which they were not summoned individually to appear, and as such, had no opportunity to make defence. But it has been considered, that corporations of this class were, in reality, but joint stock companies, enabled to manage their concerns under corporate names; and that, therefore, the individual corporators were to be regarded as parties in effect,
The next question presented is, was the plaintiff a stockholder at the time the credit was given ? If not, by the Rev. Stat. c. 76, he was not liable, and his property could not be levied upon for the debt in question. This presents a matter of fact, which it has been agreed that we may decide from the evidence reported. It appears that the debt was contracted on July 27, 1841; and from the copies of transfers, as entered upon the books of the corporation, it appears, that the plaintiff was a stockholder from January 4, 1841, to July 31, of that year. But he introduced evidence tending to show his transfer, though not entered as of record, till July 31, was in fact made before the 27th of that month, and so before the credit was given. The defendant objected to this evidence; insisting that the transfer, as it respected the creditors of the corporation, was not effectual till entered on the transfer books. It would seem to be reasonable and highly expedient, as the statute has provided that none shall be liable, who were not stockholders at the time of the credit given, that there should be some settled and well defined mode in which creditors should readily be able to ascertain who were stockholders at the time of their giving credit in such cases. They could not be expected to know any thing of the private negotiations between stockholders and other persons, unless some such mode were prescribed. The transfer books would furnish such data as, if they are allowed to be conclusive, would answer the purpose ; and it seems scarcely reasonable to doubt, that the legislature must have intended such evidence should be relied upon conclusively. In two other instances in the statute, c. 76, it is rendered certain that such transfer books should be conclusive. The first is in <§> 18, where it is provided, that the
, It is objected, also, that the return on the execution, issued against the corporation, by the defendant’s deputy, is defective, and does not show such proceedings thereon, as would justify his seizing and making sale of the defendant’s private property. In the return, he states that he has not been able to find property belonging to the corporation; but does not say he could find no property or estate in the language of the statute. It is true, that officers’ returns should be explicit, and contain all that is requisite to enable them to justify their doings. They are not however, expected to use technical language, with technical precision. They are bound so to express themselves as to be intelligible ; and must take care that they so express all that is essential. If the word property
Several other objections, of minor importance, have been made to the return of the deputy, which we cannot think of sufficient weight to deserve particular animadversion; and they must be overruled.
Plaintiff nonsuit.
