Lexington & West Cambridge Railroad v. Staples , 71 Mass. 520 ( 1855 )

Shaw, C. J.

This action for balance due for assessments, after a sale of the defendant’s shares, cannot be maintained. If the plaintiffs rely upon the statute remedy to recover the balance after selling the shares, they must comply with the conditions of the statute, and conform to the by-laws of the corporation regulating such sale; and the notices made necessary to the exercise of that power must be given. Portland, Saco & Portsmouth Railroad Co. v. Graham, 11 Met. 1. Whatever may be the force and effect of by-laws of a corporation in regard to strangers, they are binding upon members; and subscribers for shares are members.

In this case, the by-laws provided that the publication of notice of the sale of shares should be such as the directors should order. But it does not appear that any notice was ordered by the directors. The notice of sale, actually given by the treasurer to the defendant by letter, did not express the place where the sale would be held.

The notice of the time and place, as given by the advertisement of the auctioneer in several newspapers, was too short, and was not reasonable, in a case where the proprietor was well known to reside in a remote part of another state.

Plaintiffs nonsuit.