Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/793

 CHAP. XV.] LEGAL RELATIONS AMONG SHAREHOLDERS. [§ 783. And it would seem that a change in the corporate constitu- tion, procured by a majority from the legislature, would release a dissenting shareholder from his obligation to pay calls, at least so far as regards the rights of the members comprising the majority which procured the change. 1 § 783. When the condition of the corporate affairs is such that liability to creditors for unpaid subscriptions Contribu. arises, or where shareholders are affected with a tion . . among statutory liability, either several or joint and sev- share- eral, and one shareholder is compelled to pay a debt of the corporation, he is in all cases entitled to contribution from the other shareholders, to an extent that will equalize among them all in proportion to the amount of stock held by them respectively, the corporate burdens. 2 " The right of contribution grows out of the organic relation among the stockholders. As between them and the creditors, each stock- holder is severally liable [if the statute so declare him] to all the creditors ; as between themselves, each stockholder is bound to pay in proportion to his stock." 3 It has been held, however, that one shareholder who has paid a debt of the corporation, is not entitled to contribution from the other shareholders, until he has exhausted the property of the corporation that is bound to reimburse him. 4 And if the liability on which the shareholder has been held to a cred- 1 See Hartford and N. H. R. R. Co. v. Croswell, 5 Hill, 383; §§530 et seq. 2 Aspinwall v. Torrance, 1 Lans. (N. Y.) 381; Briuham v. Wellers- burg Coal Co., 47 Pa. St. 43; Weber v. Fickey, 47 Md. 196. See Mat- thews v. Albert, 24 Md. 527; Masters v. Rossie Lead M'g Co., 2 Sandf. Ch. (N. Y.) 301; Hadley v. Russell, 40 N. H. 109; Erickson v. Nesmith, 46 N. H. 371; Wincock v. Turpin, 96 111. 135; Van Pelt v. Gardner, 54 Neb. 702; Bennison v. McConnell, 56 Neb. 46. Where a corporation is not fully organized, so that, under the Mis- souri law (see Hart v. Salisbury, 55 Mo. 310; § 739), the shareholders re- main personally liable for the cor- porate debts, and certain sharehold- ers pay those debts, they are entitled to contribution, even from those who have paid up their stock. Richard- son v. Pitts, 71 Mo. 128. It is not necessarily essential that the pay- ment should have been made under compulsion of suit. Redington v. Cornwell, 90 Cal. 49. 3 Umstead v. Buskirk, 17 Ohio St. 113, 118, per White, J. 4 Gray v. Coffin, 9 Cush. 192. But in this case the plaintiff held for his security a mortgage on the cor- porate property, which he had not enforced. 773