Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/779

 CHAP. XIV.] OFFICERS AND CREDITORS. [§ 762. Jackson v. Ludeling, 1 where the directors and local managers of an embarrassed railroad company holding a small portion of its bonds obtained a hasty order of sale, and sold out the road, grossly disregarding the interests of the other bondholders, the sale was set aside. 2 Directors and other officers, however, who are also cred- itors, are of course not excluded, because officers, from sharing ratably with the other creditors of their corporation. 3 §761. Throughout the states of the Union many statutes have been passed regulating the relations between directors and creditors of corporations. The major- liability ity of them seem to proceed on the theory that cor- tocredftora. porate funds are trust funds to be managed with due F, onv i ° classes. regard for the security of creditors as well as the profit of shareholders ; and that in the management of these funds directors are charged with duties to creditors. These statutes may be divided into four classes : the first providing for certain liability of the directors in contract ; the second for certain liability of the directors in tort, beyond their common law or equitable liability ; the third for certain acts to be per- formed by the directors ; and the fourth forbidding certain acts absolutely or under certain circumstances. By violating stat- utes of the third and fourth classes, directors either (1) incur specific pecuniary penalties, (2) render themselves individually responsible for certain corporate liabilities, or (3) commit a mis- demeanor or felony. § 762. The first class of statutes 4 seem to apply rather to those relations between directors and persons deal- ing with them which arise directly from the trans- 1 21 Wall. 616. 2 See, also, James v. Railroad Co., 6 Wall. 752. 8 Bristol Milling, etc., Co. v. Pro- basco, 64 Ind. 406. See Christian's Appeal, 102 Pa. St. 184; Hoover Mercantile Co. v. Evans Mining Co., 193 Pa. St. 28. 4 Illustrations: " The officers and stockholders of every corporation or association for banking purposes, issuing bank notes or paper credits to circulate as money, shall be indi- vidually liable for all debts con- tracted during the term of their being officers or shareholders of such corporation or association, equally and ratably to the extent of their respective shares of stock in such corporation or association." Cons, of Mich., art. xv. § 3. "The trustees of a corporation created for a purpose other than profit, shall be personally liable for 759