Page:Harvard Law Review Volume 10.djvu/259

233 STOCKHOLDERS IN FOREIGN CORPORATIONS. 233 contract with the plaintiff. Therefore the plaintiff, in not setting out the Kansas law in its declaration, failed to state a legal cause of action. The court did not proceed on the ground that the suit was to enforce a penalty, or was opposed to the policy of our laws, but distinctly repudiated such grounds for the decision. It did, how- ever, reiterate the ground stated in former decisions, that this was a case " in which complete justice can only be done by the courts of the jurisdiction where the corporation was created." This decision still left open the possibility of an action in our courts, under a statute providing a remedy that was transitory, upon a declaration stating fully all essential points of law regard- ing the statute, with the interpretation of that statute by the courts of the State where it was enacted. The Massachusetts Supreme Court in a recent decision has sustained such a declaration, and overruled the defendant's de- murrer. In the case of Hancock National Bank v, Ellis,^ the court construe the declaration as follows : — • " It is averred, in substance, that under the statute of Kansas, as in- terpreted by the decisions of the Supreme Court of that State, the liability of the defendant as a stockholder is a contractual liability, and arises upon the contract of subscription to the capital stock made by the de- fendant in becoming a stockholder, and that in subscribing to said stock and becoming a stockholder he thereby guaranteed payment to the credi- tors of an amount equal to the par value of the stock held and owned by him, which should be payable to the judgment creditors of said corpo- ration who first pursued their remedy under the statute ; and that an action to enforce said liability is transitory, and may be brought in any court of general jurisdiction in the State where personal service can be made upon the stockholders." The court again states the principle, that the stockholders' liability must be determined according to the law of Kansas, as that law is set out in the declaration. If that law is accurately stated, then jurisdiction exists here to enforce the Hability like other debts. The court also calls attention to the fact that the case stated in the declaration is different from any case heretofore presented to it, and sets forth a liability *' as upon a contract which is suable anywhere." This is undoubtedly the determining prin- ciple in the case, that the remedy prescribed by the Kansas stat- 1 166 Mass. 414, 418.