Page:Harvard Law Review Volume 8.djvu/413

397 LEASE OF RAILROAD, ' 397 or sold by its owner until an amendment of the Constitution gives him a portion of the legislative power now vested in the Senate and House. A manufacturing company having been incorporated in 1833,- a statute of 1839 made the stockholders liable for corporate debts contracted after its passage, and a stockholder was held liable for a debt contracted in 1841.^ The court say, " If the corporators were not satisfied with their individual liabilities, . . . they had it in their power to cease incurring them." The partners could alter their charter contract of partnership by continuing in business after the law of individual liability was changed by the Act of 1839. They could avoid an alteration of that part of the contract relating to liability by winding up the company. One of them, objecting to the alteration of his agreement, would be entitled to an injunction against the contraction of debts, or a legal process of dissolution, or some other adequate protection. None of them could prevent the change of the charter law on the subject of individual liability, and none could be compelled to become liable under a new law. In 1846, a revocable power of New York banks to issue bank notes was conditionally revoked. The condition was that if any bank continued to issue notes after January i, 1850,- the stock- holders should be individually liable, to a certain amount, for cor- porate debts contracted after that date. Time was given " to enable the proprietors of existing banking institutions to determine whether they would remain banks of issue, and assume the burden of individual liability, or avoid that consequence by winding up their affairs, or confining themselves to other branches of bank- ing." All the stockholders of a bank, by continuing to issue notes after January i, 1850, accepted the condition as an alteration of their contract.^ In such a case in this State, a stockholder, season- ably objecting, would be entitled to an injunction against a con- tinued issue of notes by his firm that would materially alter the partnership agreement concerning liability. In Union Locks & Canal v. Towne, the amendatory legis- lation of 1809 and 18 1 2 was an additional grant of corporate power to the company. The provision of § 17 of the Act of 1883 that "any railroad corporation may lease its road" is an additional grant of corporate power to the Northern Railroad 1 Stanley v. Stanley, 26 Me. igt.
 * In the matter of O. L. Bank, 21 N, Y. 9.