The Providence news. (Providence [R.I.]) 1891-1906, 1896-01-30
Demurrer Decision in Suit
Against Stockholders.
Bill of c. H. Warren ct al. VS..
PROV. Tool Co. ct al.
Many Important Points in the Opin-
ion Filed in Court Today.

Providence Tool Company ct al, written
by Chief Justice ,Iatteson, was filed to-
day.
"This Is a bill to enforce the liability
OF stockholders for a debt Of a corpora
tion. The case is before US on demurrer
of a number Of respondents.
"The demurrer sets forth that on Feb.
20, 1892, the complainants obtained a
final judgment In the court OF common
pleas for Providence county against the
Providence Tool Company, a manufactur-
ing corporation created by the General
Assembly, formerly dong business in
Providence, for $40, 63a. So debt, and costs
OF suit $40. So; that the execution issued
on the judgment, on which the officers
charged with it's service made a return
OF mulla bona, and that the judgment
remains In full force and wholly unsatis-
fed; that the Providence Tool Company
was incorporated by an act of the eleral
Assembly at it's June session, tSs7; and
that it organized under the act and that
sec. 8 OF the act Is as follows;
SEQ. 8. The liability OF the mem
bers and officers of this corporation for
the dents of this company shall be fixed
and limited by, and the corporation, its
members and officers, shall in all respects
be subject to, the provisions of an act
in relation to manufacturing corpora
tiops, passed at the June session of the
General Assembly, A. d.. 1S47, in the
same manner as il said company had been
incorporated after said act went into
effect
"The bill further sets forth that neither
the corporation nor it's officers, or any OF
its members OF stockholders, ever made
and flied any statement that its capital
stock had been paid in, in accordance
with the provisions Of section enc and
two Of the act in relation to manu- .actur-
ing corporations referred to 1t in section
six of the act Of, incorporation, CT of the
statutes in rs-enactment OF thoss provis-
ions; nor has the corporation or its OIL
GERS or any of its emil ers or STOCKHOLM
ers ever made any statement Of the con-
clifton of the corporation, as required by
section nine of the act In relation TO man.
ufscturing corporations referred to, or
by the statutes re-ennciing the provis-
ions Of that section; and AYERS that all
the members and stockholders of the cor
portion have thereby tecome liable and
are jointly and severaliy liatle for the
debts OF the corporation due snd owing
to the complsinsnts; including their
judgment, and lie bile To pay the SANG
accordingly.
"Ihe bill sets forth a description Of the
several notes given to the complaiaants,
the earliest bearing the date Of March 81,
1879, and the latest bearing date March
IL, 1882, inc also a statement of a book
account, which became due and payable
March q, 1882, and AYERS that these, with
the interest thereon, less payments made
at sundry times on account thereof, we're
the tasis of the jud gment obtained by the
complainant as stated.
"Fuh. Stat. Rhode Island, chap 155, sec.
%, is SIS follows: tAll proceedings TO en-
force the liza bility of a ~stockholder for
the debts of a corporation shall he either
by a suit in equity, conducted according
to the practice and course Of Nequity, or
by an action Of debt upon thej udgment
obtained against such a corpo. alton,
and i'm any such suif fer action such
stakeholder may contest the validity of
the sclaim upon which the judgment
against such corporation was obtained,
upon any ground upon which such
corporation could have contested the
same as the action In which such judg-
nient was recovered
"The first ground OF the defense under
the demurrer is that 1t appears that the
--ts--. -.-As - = -.
claims was barred by the statute of limi.
tsions at the time the action was brought
against the corporation. IL is doubtless
true that the defense Of the statute of
limitations may be taken on demurrer, IL
1t clearly appears on the face Of the
claims that the bilt is tarred. But we
do not think that the rule is applicable TO
the case at the bar, since 1t does not
clearly appear the claims were barred by
the statute Of limitations prior TO the ac-
ton at law on which the Judgment was
obtained. For, thougbthe latest ella i'm
vas a ~promissory note dated March IL,
1882, which matured fou months later,
md the judgment was not obtained until
Feb. 20, 1892. 1t appears by the bill that
lundry payments had been made on the
laims, and, for aught that appears,
hese may have been made within the six
,ears prior to the bringing OF the suit.
"Second ground urged In support Of
the demurrer il that the bill AYERS q Joint
ana several liability Of the stockholders
for the debts Of the corporation under Sec
tion six Of their charter, because OF the
neglect 10 file the statements required
by the provisions of the act IN relation to
manufacturing corporations, passed at
the June session, lsi7, OF the General AS
sembly, and the acts in amendment of
the act referred TO, that the liability OF
the stock holders in manufacturing cor
peratisHs A. limited TO the shares OF the
stock holders paid up TO the par value
thereof, and an additional amount up TO
but not exceeding such par value. This
l.