Page:Harvard Law Review Volume 2.djvu/179

 LA W OF BUSINESS CORPORATIONS. i6l

This was not on any theory that the debt of the corporation was directly the debt of its members, for the contrary seems to have been well understood. For instance, in Y. B. 19 Hy. VI. 80, it was held that an action of debt being brought against the Society of Lombards, and the sheriff having distrained two individual Lom- bards, trespass would lie against him. " For where a corporation is impleaded they ought not to distrain any private person.'* And in the case of Edmunds v. Brown ^ it was held that certain members of the Company of Woodmongers, who had signed a bond as its offi- cers, were not personally liable when the company was dissolved.* If, however, there was an obligation running to the corporation from its members, to be answerable to the corporation for the liability of the latter to the outside world,* this obligation would be part of its assets, which, though not available in a law court, could be reached in equity, and so indirectly the members could be forced to discharge the corporate debts. That such was the case was directly decided in the case of Dr. Salmon v> The Ham- borough Company.* This was an appeal to the Lords from the dismissal of a bill in Chancery against the Hamborough Company and some of its individual members, setting forth that the com- pany owed the plaintiff money, but had nothing to be distrained by, and could, therefore, not be made to appear.* The Lords ordered that the dismissal be reversed, and that if the company did not appear the bill should be taken pro confessoy and in that event, and also in case the company appeared and the plaintiff's claim was found just, a decree should be made that the company pay ; and on failure to do so for ninety days, " that the governor or deputy governor and the twenty-four assistants of the said company, or so many of them as by the tenor of their charter do constitute a quorum for the making of leviations upon the trade or members of the said company, shall make such a leviation upon every member of the said company as is to be contributary to the public charge, as shall be sufficient to satisfy the sum decreed to the plaintiff ; " and in case of failure to answer these

1 1 Lev. 237.

3 See Abo Biihop of Rochester's Case, Owen, 73; s. c. 2 And. 106; Case of the City of London, i Ventr. 351.


 * That there was such an obligation in the Roman law see Savigny, § 92.


 * Ch. Cat. 294; s. C 6 Vin. Abr. 310.

Co., I Vem. 182; Harvey v. E. I. Co., 2Vem. 395; 3 Kcb. 230, pL 8.
 * A distringas was the proper and only process against a corporation. Curson v, African