Page:Harvard Law Review Volume 2.djvu/178

 l6o ^-4/? VARD LA W REVIE IV.

dends, was of course always recognized. It is necessarily implied in the conception of a joint-stock company. No cases, however, seem to have been decided before the year 1800 which illustrate the nature of the right. The same remark applies to the right of a shareholder to share in the distribution of the capital stock if the affairs of the corporation are wound up.

The correlative duties imposed on a shareholder were fewer and simpler than his rights. In the first place, he was bound to pay to the corporation, when called upon, the amount of his share in the joint stock, or so much of it as had not been paid by prior holders. The practice of paying in instalments for stock subscribed seems to have arisen at an early date. It is referred to as common in 1723. Lord Macclesfield speaks of "the common by-laws of companies to deduct the calls out of the stocks of the members refusing to pay their calls.'* ^

In 1796 the question arose whether an original subscriber could avoid liability for future calls by assigning his stock.^ It was contended that the case was like the assignment of a lease, " in which, though the lessor consents to the lessee's assigning to a third person, he does not give up his remedy against the original lessee." The Court of King's Bench, however, decided that as- signees held the shares on the same terms as the original sub- scribers, and were substituted in their places. The objection that an assignment might be made to insolvent persons was met by saying that it was presumed that the undertaking was a beneficial one, and therefore the right to forfeit shares for non-payment of calls furnished a sufficient check.

No doubt it has been settled for a long time that individual members are not liable for the debts of a corporation, and it has even been said that "the personal responsibility of the stock- holders is inconsistent with the nature of a body corporate ; "* yet in the Roman law it seems that if the corporation became insol- vent the persons constituting it were obliged to contribute their private fortunes ; * and though it may be hazardous to assert that at common law the rule was the same in England, it is certain that, so far as the evidence goes, it points to that conclusion.

1 Child V, Hudson's Bay Co., 2 P. Wms. 207. > Huddersfield Canal Co. v. Buckley, 7 T. R. 36.

• Myers v, Irwin, 2 S. & R. yj\yper Tilghman, C. J.


 * Ayliffe, 200, referring to code, Bk. i. tit. 3; Sarigny Sys. § 92.