Page:Federal Reporter, 1st Series, Volume 1.djvu/385

 QABSISII V. aAYIiSB. 877 �equity does not depend upon privity of contract, but upon an 8q[uitable duty. Dering y. Earl of Winchelsea, 1 Lead. Cas. Eq. (4th Am, Ed.) and notes. �We are of opinion, however, that under the statutes of Rhode Island neither assignees in bankruptcy, nor the assets in their hands, are liable to contribute under the circumstances stated in the record, whioh are, simply, that they have in their possession the certificates of stock, and recite in the agreement with the plaiutiffs that they are stockholders. It does not appear how far, if at ail, they bave acted as stock- holders, and it is certain that they had nothing to do with contracting this debt. �In Massachusetts, where the law is as nearly as possible identical with that of Ehode Island, the liability was held not to attach, though the assignees had attended and voted at meetings of the stockholders, and done other unequivocal acts of ownership. Gray v. Coffin, 9 Cush. 193. �The general law of bankruptcy would give the same answer to the question. It is an anomaly, perhaps, but it is the undoubted rule, that assignees are not bound to aecept oneri ous proj/erty. Its application to leaseholds is familiar. Mills V. Aureol, 1 Smith Lead. Cases, (7th Am. Ed.) 1116 and notes; and as to an onerous litigation or contract, Smith v. Jordan, 6 Law Rep. 313; Streeter v. Sumner, 31 N. H. 542; Amory v. Laivrence, 3 Clififord, 623. �The rule has been often applied to shares in a company liable to the onus of assessments, or calls, as they are called inEngland, and would apply afortioriio an unlimited liabil- ity. See Re Lond e Prov. Teleg. Co. L. Rg. Eq. 653 ; Souih Staffordshvre R. Co. v. Burnside, 5 Ex. 129 ; Levi v. Ayres, 3 App. Cas. 342; Metropolitan Bk. v. Offord, L. R. 10 Eq. 398. �The peculiar statutory liability imposed upon sharehold- ere in New England is not one which can be proved as a debt against a bankrupt's assets unless it is liquidated and ascer- tained by a decree in equity before the time for proving debts has gone by. Kelton v. Phillips, 3 Met. 62; Bangs v. Lin- coln, 10 Gray, 600; James v. Atlantic Delaine Co. 11 N. B. R. 390. It foUows that Chapman, or the several members ��� �