57 A. 373 | R.I. | 1904
This is a bill in equity brought by a creditor of the L.A. Tillinghast Company, Limited, a manufacturing corporation which has become insolvent, and the affairs of which are in the hands of a receiver.
The bill charges that the defendant was a stockholder, and a director, and president in said corporation at the time of the contracting of the creditor's debt; that the officers of the corporation neglected to make the certificate required by chapter 180 of the General Laws; and that while the defendant was such director debts were contracted by said corporation in excess of the amount of capital stock paid in, and the debt in suit was contracted while such excess continued.
Complainants' counsel say they intended to combine in this bill two alleged causes of action, viz., a claim upon the defendant as an officer or stockholder under sections 1, 2, and 3 of chapter 180, and a claim upon the defendant as a director under section 15 of said chapter.
If these claims were both good they could not be joined in one bill, as the foundation of the two causes of action is different one from the other, and the remedies over of the defendant are against different persons — sections 23 and 24.
We are of the opinion, however, that the claim against the defendant as stockholder is not set forth in the bill with sufficient certainty to found any decree upon; but that the only claim which we can consider is against him as director. But we have no jurisdiction in equity to entertain such a claim. The right to hold the director, personally, for the debts of the corporation only exists by virtue of the statute, and hence the complainant is limited to the mode of relief there given —Inman v. Tripp,
The bill, therefore, must be dismissed.