, 1860-12-21

tton @retpt fer that tin3a eauss: 2ad consequently
TO long AZ tha bank continues to redeem Its bills.
Tha bill II materially defective, and therefore o.
murable, - tneto conditions risst be a'erred TO
exist. and pruErd, be.ure recourse can bs had
against the cefentanes n stockholders.
and Mechapis1 Bank have tsEcn up their own CIR
cu1lt!on mad returned 1t to tue Auditor, aod th1t
the Bank 1svef WIS and never csn oe pat an iqal-
which Gnu only be by the 1cf1s.l. upon due pr
sentiment. to redeem Gag ofit bills. Hence It II
commended that Court Of Equity ehoald taks ertg-
inal Jurisdiction In ease wuert the Ae*et3 oi the
bank hare been exhausted. the bauk tns aud
40 neans left IN tie power u tht eomplstna1t to
reach the .:ocsholder> By compulsory llquidatlon'
le.. .uch Jurisdiction Is assumed tho .toekholdeF
will be projected against liIbility which thu Law
intended to Impose upon him.
the subject. Itc conm0n laW. In the absence Or
au{ staiats. imposes no liability upon the stock
holder, Therc is no eoparuershfp relation ezitt-
auteties for each other or the corporation Their
liabilitT a!ise: II al folelr eT fosce u ihe sa-
+ s;sta,s e Il: | y, .na at
| ID the terms upon which II 1asJ be uaainsaiaed.
aud parry to avail him eli Of ita benefits must be
| ot the company may hold the stockholders iudi-
yldnally liabln and b. eannot substitute oshEf Or
| This being the 1ule, court Of equity has
original jurisdiction 10 admi1i.ter relief in ca&es
not pointed out BY the statute. however great may
corporation Is 1nsolrent mt, or dis -ulycd Ut
ssa5s i saai.y 5. e extended se1ond :aat Imposed
| By tie ntatutc-
| Bst, i. euatendcd, tha. though the case made
by The bill dies rot authorize proceedings against
the. dele dsnts nEdee the statute, yet IN stock
force VI The contribution i:set and that the cum
2lanaut Il entitled TO pEoeetd directly against tue
defendants without r.anl tu the statute; that the
arro8ed psY or q AZ aav Ths ea4se u lie
| cunetituti IN referred to Il A. follows:
Act 10 IT. .lhs .tocshodess in e.srI eofpo-
pohct, Issuing hank notes or AMI. kfid Of paper
credits circulate money. shall be ndisidually
fs:potsibs t. the amonn1 Of their rs:peYtiye
shares og stock IN any such corporation lur all liz
debts and lii onities u cva5y kind
/ II were 10 adopt this view of the subject, and
The 'aps m rs :! sy: ss z, ths d aen
10 allegation in The bill that the Merchants. and
Irch.nlcs' Hank wss bauk Of Issue. issuing
sanE nocs for cfcu atIon Is money: nor that tue h
Judgment: both Of which are essential aEcF1ns Is
| In this view Of the case.
| But a. t.1rrc uvi.c,rncics might be cured hy
| amendment. and A. tue hf.'1d question has been
ary.cd by counsel aud con- -ilered 'y nc, am moi
Disposed tu d. old s12:-ssin: an optnton upon it.
III ihi first pace, ii the Constitution does 1mpu.e
| i liability spon stuck holders which may be CT
forced Jude endcnly Of the statute then # IL man
ifcst that the ieyie1 atuEe which clacted and The
required tu BE- apprus scd by vuie of the people,
onst!,a:isa rofif tie i .htiiiy i imposed dire,t
~ by Tic Consttutiun, the legislature had no pow
:rto 1uake the enforcement Vi that liability depen
deaf npoa an5 prvecetinsss gals; ne corporation
:oe upVu the ex an-tien Of its a=sets III Tie n'aa
4tr prescribed by The rtatute.
lfIat Constitution dues Impose direct lisbtlti1
Independently Vi the statute: then thu soa c'ndi
tIeu cE that Isalisy ru=t be tho existence Of 1
debt.
am nor aware that this view Of tho Constitution
has ever been assam sinc: the general tankin:
law went into effect, aud shonid he-itatc long b.
=" 's'c1a-tns the statute Unconstitutional upol
| this ground,
4..-;u .,c eubject Is not free from doubt, SC
ay iud meEt ioc1incs 10 the opinion that the Ton
.ti.utinn CONTEMPT 4tcs and requires legislation t
i've effect to the article uudeE con:deEation tha
il dues not take effect "a pr1Prio tigore-ofis n.v
.orcc and utgos (Gforfsts a. II. slaughter, Il n
And this view has been taken by the Legislature
, as manifested b5 the provisions of ths statuie
hgn ieG,a9% cst TO IN
;;cs IN which Stockholders shall be maot liable AZ
left to be dedned by the Legislature. I'LL Il:
,y can nst:e u 6s hx aii5 them e1cs
tue method pssrcEihvd should prove inadequate 1.
the enforcement u the liability II every caee ~
T. IL Tie s adr hc ,m Fa1 tnf
lsion is required II give effect to the Eighs- III
right ies!f eannot be enfoEred until the lc;sl1:io
luis article Of the Constitution Is act aualssor
tn thosc clauses by whfch guarantees Of t'E-o {
rights arp established :-tho.e clluses +. l ire u
, legislation. bur are In force er p7opio ri2t.a.
It IL the datv of Courts to uphold ! statute {,
less tits clearly unconstitutional II the quc.tio
r | il doubtful, the 1tatuic Must be urar:d- And
: cauld not cIr. the construction 10 he Con TIL
i 1ion which Is claimed. vi Aout ostrsurnfng Il
statute. For II the Constitution require nc lcfsi
tattnn to enforce The right. then tho provisions
the statute ipaitiu. os controlling that right Al
, Illegal
Demurrer to the btil n.tained.
" tier s. Scates. for complainant, King, Scott
= Wilson, and Dass j. Mulvo!, for defendants.