Page:Federal Reporter, 1st Series, Volume 3.djvu/842

 TBUSTEE8 MUT. BUILDING FOND, ETC., V. BOSEIUX. 835 �to contribution for the restoration of the fund, adds: "This, however, is a remedy which can be obtained in equity only ; for a court of common law is incapable of administering any just relief, since it bas no power of bringing ail the proper parties before the court, or of ascertaining the full amount df the debts, the mode of contribution, the uumber of the con- tributors, or the cross equities and liabilities which may be absolutely required for a proper adjustment of the rights of ail parties, as well as of the creditors." Surely, if this be so, ■where stockholders are sued for a waste of the trust fund, a fortiori is it so where direotors who were the perpetrators or permitters of the waste are sued. �[The opinion then cites and abbreviates the cases of Aber. deen R. Co. v. Blaikie Bros. 1 McQueen, 461; C. e L. R. Co. V. Winslow, Zinn's Lead. Cases in Trusts, 466; Cooper v. Johnson, Third District Court of Louisiana, not reported; and First Nat. Bank of the Republic v. Gregg, 9 Pittsburg Law Journal, 26.] This responsibility not only exists on gen- erai principles of equity jurisprudence, but in regard to divi- dends, it exists also in Virginia by statute, it being enacted by chapter 57, § 33, of the Code of Virginia, as follows : "If the board of direotors shall declare a dividend of any part of the capital stock of the company, ail the members of the board ■who shall be present, and not dissent therefrom, shall, iû their individual capacity, be jointly and severally liable to the company 's creditors for the amount of the capital so divided, and may be decreed against therefor on a bill in equity filed on behalf of such creditors ; and, moreover, eaeh stockholder who shall partieipate, etc., shall be liable," etc. As before shown, this statutory liability is, as to the remedy, cumulative, upon the liability to which equity holds trustees, and does not substitute or displace that liability. �In RoUnson v. Smith, 3 Paige, 322, it was held that the direotors of a corporation who wilfully abuse- their' trust or misapply the funds of the company, by which a loss is sus- tained, are personally liable, as trustees, to make good that loss, and they are also liable if they suffer the corporato ����