Page:Federal Reporter, 1st Series, Volume 3.djvu/753

 746 FEDERAL REPORTER. �priate action at law ; but when the provision creating the lia- bility is coupled with one for a special remedy, that remedy, says Chief Justice Waite, and that alone, must be pursued. Stockholders are declared individually liable in certain cases, to a certain amount, by the Missouri statute, but the creditor is not left to select his remedy, as that is specifically pointed eut by the statute. Specifie remedy is given, but the legis- lative act gives no definition whatever of dissolution, or of what is meant when it is said that a corporation has sur- rendered its franchises. No mode of enforcing such a lia- bility was provided in the New York statute, which left it to the court to provide a remedy, under which the courts have held that the creditor may elect to proceed in equity, or to bring an action at law ; but a precise method for the purpose is provided by the Missouri statute, without giving any defini- tion whatever of what is meant by the dissolution of the charter of an incorporated company. Massachusetts limits a resort to equity, when no remedy is prescribed, but enforces the rule that the remedy must be followed whenever it is pre- scribed, and denies ail other. Cambridge Water-works v. Dyeing de Bleaching Co. 4 Allen, 239. Statutory regulations upon the subject have been enacted by the legislature of Maryland, which is silent as to the remedy, and the court of appeals of that state hold that the liability may be enforced in an action of law by one creditor against a single stock- holder, even though it appear that there are other creditors. Norris v. Johnson, 34 Md. 485, 490. Statutory enactments exist in certain states which declare the unqualified liability of stockholders ; and where that is so, and no mode of pro- cedure for enforcing it is provided, it is conceded that cred- itors may resort to equity, as in a creditor's bill, to compel the stockholders to pay their respective claims. Such a case arose in Marjdand, under a statute of that state, and the court of appeals remarked that the statute under the laws in some other states was silent as to the remedy, providing no form, and designating no tribunal where satisfaction may be iad. In such cases, say the court, it is universally conceded ����