Page:Federal Reporter, 1st Series, Volume 3.djvu/748

 MORLEY V. THAYEB. Tel �and ît îs a familiar doctrine that the remedy prescribed in sueh a case is exclusive — that it must be strictly followed. Erickson v. Nesmith, 15 Gray, 221; Windham Prov. Inst. v. Sprague, 43 Vt. 502, 510 ; Priest v. Manufg Co. 115 Mass. 380, 382; Shaft Co. v. Evans, 72 Pa. St. 331-4. Owners of shares in a corporation may be made liable for the debts of the corporation to the extent of their stock, as prescribed by the charter of the company, or by some subsequent valid leg- islative act. By the act of becoming stocliholders they assent to the terms and assume the liabilities imposed by the act creating the corporation. Obligations thus assumed are lim- ited by the charter, and cannot be extended by implication beyond the terms of that instrument as reasonably iiïterpreted, Where the individual liability of the stockholder is created by statute, the remedy of the creditor is confined to the cause of action prescribed by the statutory regulation. Lowry v. Imnan, 46 N. Y. 119, 120, 127. Whether the obligation is imposed and the remedy given solely by the statute, or rests upon the assent of the stockholders to the terms and conditions of the act, the resuit is the same ; the obligation or liability and the remedy are inseparable, and the party interested is confined to the remedy prescribed by the act and assented to by the stockholder. If the liability rested solely upon the contract, and the contract provided an adequate remedy, the parties ■would be restricted to that remedy, and every other would be excluded by necessary implication. Statutes of the kind create a new remedy, and the statute prescribes the mode of pro- ceeding to enforce it; the rule being that the statute remedy must be exclusively followed, Dauchy v, Brown, 24 Vt. 197, 203; Thompson on Liability of Stockholders, § 56; Kmivlton V. Ashley, 8 Cush. 93 ; Cambridge Water-works v. Dyeing à Bleaching Co. 4 Allen, 239. When no remedy is provided by statute, the courts of Massachusetts restrict the remedy to a suit in equity, and refuse to sustain an action at law. Actions at law, or suits in equity, are sometimes maintained iù the courts of New York ; but the courts of both these states agree that where the remedy is a new one, and is given by statute, the creditor is limited to the mode of proceeding prescribed ����