Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/750

 § 734.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. XIH. for debts of a particular class. "Debts." former from the corporation, there is no reason why he should not sue the other shareholder at law. Thus, where a statute provides that all shareholders shall be severally individually liable to creditors to the amount of unpaid stock held by them respectively, a creditor may maintain an action at law against a shareholder ; even though the former is also a shareholder, provided his stock is paid in full. 1 § 734. When the shareholders are made liable only for Liability debts of a particular class, as for money due em- ployes, they may plead that the debt sued on does not come within that class. 2 For instance, by a New York statute stockholders are made liable for all debts due " labourers, servants, and apprentices, for services performed for such corporation." The Court of Appeals hold that the services referred to are menial or manual ; and that he who performs them must be of a class whose members usually look to the reward of a day's labor or service for immediate or present support, from whom the company does not expect credit, and to whom its future ability to pay is of no consequence ; one who is responsible for no independent employment, but does a day's work or a stated job under the direction of a superior. Accordingly, a bookkeeper who " worked by the year," and often acted as manager, is not in this category, 3 nor an assistant chief engineer. 4 So where 1 Smith v. Londoner, 5 Colorado, 365; Brown v. Merrill, 107 Cal. 446; Knowles v. Sandercock, 107 Cal. 629. A shareholder in a corporation, to the members of which personal lia- bility attached, became bankrupt. He pledged with one of his creditors some bonds of the company which itself had become insolvent. The assignee in bankruptcy disputed the creditor's title, but settled and gave up all claim to the bonds, the creditor agreeing to indemnify the assignee from any liability as shareholder in the company. The creditor then sued on the bond to enforce the in- dividual liability of the shareholders. His agreement to indemnify the assignee was set up in defence. But the defence was held bad, as the agreement was only an agreement to indemnify the assignee, who was not liable as a shareholder; it was no agreement to indemnify the bank- rupt. American File Co. v. Garrett, 110 U. S. 288. 2 Wakefield v. Fargo, 90 N. Y.213; Conant v. Van Schaick, 24 Barb. 87; Larrabee v. Baldwin, 35 Cal. 155. Compare Wilson v. Shareholders, 43 Pa. St. 424. ! Wakefield v. Fargo, 90 X. Y. 213. Compare Short v. Medberry, 29 Hun, 39. The riffht of action under this 4 For note 4 see page 731. 730