127 Mass. 595 | Mass. | 1879
A creditor who is also a stockholder of a corporation, and as such liable for its debts, is not entitled to the remedies afforded by statute to creditors against stockholders for the debts of the corporation. Thayer v. Union Tool Co. 4 Gray, 75. Potter v. Stevens Machine Co. ante, 592. The mere fact that the plaintiff was the equitable owner of shares might not indeed subject him to the liabilities or disabilities of a stockholder. Crease v. Babcock, 10 Met. 525. Johnson v. Somerville Dyeing & Bleaching Co. 15 Gray, 216.
• But this plaintiff, at the time of the commencement of the suit in which judgment was recovered against the corporation, was the absolute legal owner of eight shares; and even at the earlier period before the passage óf the vote on which this bill is founded, he was not only the equitable owner of these shares then standing in the name of Warren, but he was treated by the corporation, and acted, as the legal owner thereof, receiving notices of and attending meetings as a stockholder; he participated in the vote by which the whole cash assets of the corporation were withdrawn, and paid to the stockholders in proportion to the amount of the stock held by each; and he received through Warren his share of the money so paid out. He now seeks to make the very act which he, as a stockholder, took part in bringing about, and in reaping the benefit of, the ground for charging Warren and other stockholders with personal liability upon a bill in equity under the St. of 1870, c. 224, §§ 39-43, for a debt due from the corporation to himself. This cannot be permitted. Bill dismissed.
