Page:Federal Reporter, 1st Series, Volume 10.djvu/356

 34e FEDBBAL REPORTER. �corporation. Blane y. Drummond, 1 Brock. 63; Bird v. Pierpoint, 1 Johns. 118; Jeffretj v. McTaggart, 6 M. & S. 126. But this demancl is one which accrued to the receiver himself iia his officiai capacitj^. �The supreme court hold that the mode in which a liability of this sort is to be enforced depends entirely upon the particular law gov- erning the corporation. If that law merely provides for a propor- tionate liability of all stockholders for all debts, there should be a bill in equity for the benefit of all the creditors and against all the stock- holders. Pollard V. Bailey, 20 Wall. 530; Terry v. Tubman, 92 U. S. 156; Terry v. Little, 101 U. S. 216. But if the law of the state authorizes an action by one creditor against one stockholde'r, that remedy may be pursued. Mills v. Scott, 99 U. S. 25. The decisions in New York, above cited, show that such actions will lie in the courts of that state by the receiver against the several shareholders. �Then, the question is whether such an action can be maintained outside the state of New York. There is a dictum of Mr. Justice Clif- ford that all such statutes are penal, and can only be enforced in the state which passed them. Steam-engine Co. v. Hubbard, 101 U. S. 188, 192. I agree with the plaintiflf's argument that the authorities which the learned judge cites decide that point only in respect to officers of corporations made liable for a neglect of duty. Habtey v. McLean, 12 Allen, 438 ; Derrickson v. Smith, 27 N. J. L. 166 ; Sturges V. Burton, 8 Ohio St. 215, etc. Even in such cases the doctrine seems narrow and provincial. If a citizen of Massachusetts assumes the obligations of an officer in a corporation in New York, I see no Sound reason for making the courts of Massachusetts a house of refuge from these responsibilities. Btill, a law which imposes cer- tain duties upon an officer, and makes bim responsible, in case of neglect, for all the debts of a company, without regard to the na- ture of the default or the amount of the debts, or whether he is a shareholder or is paid for his services, bas something penal about it. It was held in one case, and in only one, so far as I know, that where stockholders were made liable to all the debts, if the directors failed to file an annual statement of the company's affaire, the stat- ute was penal, and to be narrowly construed. It was a domestic controversy, and not precisely in point here. Cahle v. McCune, 26 Mo. 371. I have found no case, and counsel have found none, which holds that a liability of shareholders, as such, is penal. The courts of New York have always held such statutes to be remediai, and so have the courts of the other states, sO' far as I am informed. Thomp- ��� �