The daily intelligencer. [volume] (Seattle, Wash. Territory [i.e. Wash.]) 1876-1881, 1881-07-03

subscription. and he is personally liable
to creditors for sil unpaid balances on
his stock. No by-l.ss OF the corpora
ton making his stock non -assessao lie,
can relieve him. The provision making
the stock non assesssble only prevents
levies after the stock has been paid mp.
But we are not left TO reason alone
here, but have an authority OF the Su
preme court of the United States d.
rectly in point Otto. 10 supra
Again on the imposition that there
was 90 unpaid balance due from these
stockholders, the case of Allibore ct al
vs. Hsgar ct al. 46 Pa So, is directly IN
point to show that failure on the part
OF the directors or trustees OF the cor
poration to make calls on these delin
quent stockholders can raise the bar OF
the statute against creditors This case
but utters the voice of reason upon this
point. The rights of persons depend
upon their own acts. or failure to act,
or the act or failure to act OF those IN
priority with them. aud not on the acts
or failure to act of others who do not
sustain chat relation to them. This Is
fundamental and universal rule of
law. The alleged exceptions to this
rule are more seeming than real.
These creditors do not. like an as
signee in bankruptcy, stand in the place
OF the corporation in their efforts
to enforce their claims against the
stockholders = 46 Pa, SO supra.
The liability of the stakeholder is
oh Ina opI s. nrals
tors are concerned until his stock is
fully paid for. No doubt but that an
understanding entered into between all
the stock holdsrs and the company, that
part payments should be considered
full payment for stock, would bind the
company but not the creditors. Credi-
tors take the rights the law gives them
and no arrangements or bylaw made by
the stockholders or trustees can curtail
or diminish that right.
The claim OF Crawford & Harrington
the oldest claim. accrued between July
14.lS15 and the 18th day ofMarch 1878.
The bylaws said to set the statutes of
limitation in motion were adopted on
the 9th of October. 1875. The statute,
according to the theory, was running
all the time the account was accruing
The trustees who were the principal
stockholders, might have delayed the
suit, aud thereby released themselves.
/ am of the opinion that under our
statute an action must be brought
against the corporation. and judgment
obtained before the stockholders can be
reached.
Possibly both may be joined in one
suit in clear case of insolvency. In
any case right of action must be made
out against the company, and its props
erty exhausted if it has any. before the
stakeholder can be made personally lia.
ole. The personal liability of the stock
holder is dependent end secondary.
and all the authorities agree that in
such case the statute does not begin
to run until the liability of the COM
pany is 'xed, or the remedy against the
corporation exhausted, Thompson 29S
sec) or there is q notorious disband
ment of the company and cesser of bus.
mess, Thomp on 29l SEQ.
My opinion on the whole case is that
this bill cannot be sustained, and tina
it must be dismissed.
cannot close there findings without
maeing my acknowledgement to coun-
sci for the assistance afforded me by
the very able and exhaustive manner 10
which they have discussed the many
novel and intricite questions involved
in this case. =
o JACOBS,
Rafarroo