Page:Federal Reporter, 1st Series, Volume 3.djvu/749

 7e2 FEDERAL REPORTER. �by the statute. Br'iggs v. Penniman, 1 Hopkîns, 300, 301; S. C. 8 Cow. 367; Slee v. Bloom, 19 John. 456; Poughkeepsie V. Ihhotson, 24 Wend. 473, �Shareholders in a corporation are not individually liable at common law for the debts of the corporation, and, if liable at ail, it must be by some statute which not only creates the Ha- bility, but also prescribes the manner of its enforcement. Where the liability is general by statute, without specifying any remedy, it may be enforced by an appropriate common- law action ; but where the provision for the liability is coupled with a special remedy, that remedy, says Chief Justice Waite, and that alone, must be employed. Bollard v. Bailey, 20 Wall. 520, 527; Grmd v. Tucker, 5 Kan. 70, 77. �Argument to show that section 32, of article 4, does not furnish any ground to support the present suit is quite unnec- essary, as it merely purports to give a remedy to the creditor in a case where he has recovered judgment against the cor- poration, and there cannot be found any property whereon to levy the execution; in which event the remedy is given only in the court where the judgment was rendered. State St. 188, art. 4, § 32. Incorporated companies may be dissolved in two modes, as provided by section 40 of the State Statutes ; and the next section provides to the effect that a corporation which does not commence active operations within five years after filing its charter with the secretary of state shall become and be dissolved. State St. 200. These sections define what is meant by dissolution in the statute, which plainly gives the definition to explain the meaning of the subsequent sections of the same statute. Individual liability of the stockholdera in this statute is first provided for in section 32, which pre- scribes the extent of the liability and the mode of enforcing it, as before explained. �Like most of the statutes in other states imposing such lia- bilities, the said section provides that the creditor, before pro- ceeding against the stockholder, shall obtain judgment against the corporation; the rule being that the corporation is the principal debtor, and that the liability of the stockholder being only of a secondary charaeter, it is reasonable that the cred- ����