The Portland daily press. [volume] (Portland, Me.) 1862-1921, 1871-02-02
LovEG ROVE V. HUNT.

\, appleton, C. J-rhe Portland Shovel
r"nu,aciurlnS Company was incorporated by
% "m ac'' c.z3o, approved Feb. 2S 1863 "witb
ai an me .he powers and privileges, and subject TO
a' tue dulles and liabilities contained m tbe
| corporations" inS
The general rights, duties, oblioa,;ors an,
liabilities or corporations are prescribed and
defined by X. 5. 1857 46. But there are va.
riouS KINDS OF corporations Tor dilIt rent mr.
poses and objects, as for banking. manutactur-
ing, insuriDg, &c. In the statnles reIatino to
the corporations, created for different nnr.
poses are found special prohibitions and i'm
itations applicable TO each different kind of
corporation. The provisions applicable TO all
corporations and those to the different cor
poratlons for special purposes are 10 be con-
strued together. The general provisions ap-
ply to all corporations, except when modified
by prohibitions and limitations especially ap-
plcable to some OF the different varieties of
corporations. 1t is obvious that there was no
oonniCt intended between the general and the
special legislation. While the general law as
ueVeioped In c. AZ is 10 be deemed binding
while It remains without modification. ils an.
Pneao,ity must obviously cease when there
are other and variant provisions enacted for
the different kinds of corporations. In other
words, the special laws for particular
species OF corporations, when vari.
ant from the general law must be regarded
as paramount and Withdrawing the kind OF
corporation to which it applies from tbe
operation of the general, which would con-
trol, were it not for the modification.
The statutes as revised in 1857 must be
held as being then the true expression of the
legislative will. The individual liability of
corporators for the debts OF the corporation
had been the subject offuctuating and con-
Trajectory legislation, but the fual and con-
elusive will of the legislature is to be found in
the revision of 1857, unless where the provis-
ions therein contained have been since modi-
fled or repealed.
BY K. 5. C. 4S relating to manufacturing
corporations, section 8: "These corporations
are prohibited to contract debts, exceeding at
any one time, the amount of their capital in
vested within the State in real estate and fix-
lures thereon, including machinery; and
from becoming indebted to an amount ex-
ceeding one half their capital paid in and re-
naming undivided, and of their other proper
ty and assets. When they comply with these
prohibitions and limitations, their stockhod-
ers are relieved from all individual liabilities
for their debts. When either OF these limita-
tions is violated, their stockholders beceme in
dividually liable for debts of the corporation
in the manner provided in chapter forty-sIx."
The object of this PROVISIONS is apparent. 1t
porators personally liable for the illegal acts
of the officers OF the corporation. 1t was to.
enforce prudent management under a penalty
II was to compel c0rporators TO look after the
doings OF the officers of the corporation and see
that they neither neglect their duties, mis-
manage its funds or violate the law. The leeis.
lature deemed it more just that the loss re-
sulting from official mismanagement should fall
upon those who intrusted the affairs of the
ftnrt To fbn NAa 1H
negligent, or dishonest officials than upon in
dividuals whe had nothing TO do with their
appointment and who could not enforce their
removal-upOn those who would not have
been benefited by their speculations if pros
porous and should not not be injured by
them IL unprOsperous. The influx OF
foreign capital is desirable, but it is equally
desirable that it should look after its own in
terests. 1t is not desirable that domestic cap
ital should suffer the penalty which may arise
from violation of law by the foreign capital
ist or his agent. Those by whom or by whose
agents the law is violated should suffer for
such violation rather than those who are free
from fault or blame. Such seems to be the
will OF the legislature as indicated by this
section in relation to members OF manufac-
turing corporations.
Nor is this to be regarded as changed BY
the reference to chapter forty-six. The last
sentence of section is "when either of these
limitations is violated, their stockholders be-
come individually liable for debts of the cor
r--~.'.-- RI, ~ --~'.""- P~auidad in chapter
fOrty-slx. The manner relates only TO the
mode OF enforcement. The liability is indi-
yidual. 1t is the consequence of and the pen
atty for violated law. The forty.sixth chapter
prescribes the manner of proceeding in the
cases within sec. "a. 1t is in this manner
that the liability arising under sec. 0 is to be
10 vol lal,l 10 10 Al, L.
tion. Adopting this view, there is no conflict
between the two statutes.
But by the terms OF C. 40 S. "a the liability
OF stockholders of corporations is there defin-
ed excepting banking corporations, unless it is
otherwise specified in their CHARTER or by auy
general law OF the State. Now by the gem
eral law OF the Stale relating to manufacture
ing corporations it is "otherwise specified" so
that the liability of corporators when "other-
wise specified" is specifically recognized as
different from that provided for in S. "a.
The intention OF the legislature is 70 be de-
duceJ from comparison of the two statutes
Cnder Cor sideration. The special provision of
S. 9 is a limitation of The general law. 1t is a
modification OF the preceding general law so
far as it differs from it. The ninth section of
C. As was enacted for some purpose. 1t is un-
necessary unless for the purpose of creating
different liablli ly for manufacturing corpora
tions from that OF corporations generally. 1t
means nothing unless it means what it pur-
porls-that is, the creation of the personal Ii
ability of corporators, when its limitations are
violated.
The witt sets forth violation of the .'pro-
hlbilion and limitations" OF S. o. The de-
murreI thereto is general. The only specific
objection made is that it does not allege any
demand to disclose to the officer attachable
property. 1t so, the amendment could be
lin 1a
The return, however, ON the execution is made
part of the writ and we think the writ taken
as whole does show demand upon the de.
fendant to disclose attachable property to the
officer having the execution.
EXCEPTIONS SUSTAINED.