Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/733

 CHAP. XHI.] SHAREHOLDERS AND CREDITORS. [§ 718. and the statute " leaving " them so prescribe at the same time a way of enforcing their liability, the course prescribed by the statute may be disregarded, and the shareholder may be proceeded against in some other manner. And this is not law. 1 § 718. A question sometimes very difficult to answer in regard to this statutory liability is : What share- holders are subject to it? Those who were such ^j° a ^ at when the corporation incurred the indebtedness, nolder s 1 _ ' statutory or those who are such when suit is brought against liability attaches. them, or the corporation is dissolved or wound up. Many cases have held that the shareholder who was such at the time when the corporation contracted the debt is the one liable. 2 In the absence of any indication in the statute, the ques- tion seems to be whether the analogy of partnership or corpo- ration law is to be followed. The transferability of shares is a universal element of corporation law ; just as much is it the universal doctrine of partnership law that the interest of a partner is not transferable. According to partnership law, it is the partner who was such at the time when the debt was contracted who is liable ; in accordance with the doctrine of the transferability of shares by which a transfer constitutes a complete novation — a doctrine of which every creditor of the corporation has notice — it would seem equally clear that the transferee or shareholder who holds the shares when suit is brought to enforce the individual liability, or who holds them 1 Statutory liability can be en- forced only in the mode pi-escribed by the statute. Hoard v. Wilcox, 47 Pa St. 51; Youghiogheny Shaft Co. d. Evans, 72 Pa. St. 331 ; Dauchy v. Brown, 24 Vt. 197; Peck v. Coal- field Coal Co., 3 111. App. 619; Minne- apolis B. B. Co. v. City Bank, 66 Minn. 441. Provided, of course, the statute express the remedy. See same cases. 2 Moss v. Oakley, 2 Hill (N. Y.), 265; Judson v. Rossie Galena Co., 9 Paige, 598; Young v. New York, etc., Steamship Co., 15 Abb. Pr. (N. Y.) 69; Tracy v. Yeates, 18 Barb. 152; Williams v. Hanna, 40 Indiana, 535; Wehrman v. Reakirt, 1 Cincinnati Supr. Ct. 230; Larrabee v. Baldwin, 35 Cal. 155; Windham Provident Ins. Co. v. Sprague, 43 Vt. 502; Chesley ». Pierce, 32 N. H. 388; Brown v. Hitchcock, 36 Ohio St. 667; Hanick v. Ward well, 58 Oh. St. 294; Voight v. Dregge,97 Mich. 322; see Mokelumne Hill Canal Co. v. Woodbury, 14 Cal. 265; Davidson v. Rankin, 34 Cal. 503; Shueyu. Holmes, 21 Wash. 223. Compare McCullough v. Moss, 5 Denio (N. Y.), 567. 713