Stanley v. Stanley , 26 Me. 191 ( 1846 )

The opinion of the Court was drawn up by

Whitman C. J.

— The first question to be considered is, whether the plaintiff’s situation was such as to subject him to the operation of the statute of 1839, c. 400. As the act creating the corporation, to which the credit was given, was passed in 1833, it is contended, that it was not competent for the legislature, afterwards, to enact that the individual stockholders in it, should be made liable for its debts. But this debt was incurred after the passage of the act of 1839; and that act did not provide for any such liability, except for debts incurred after its passage; and this debt was incurred in 1841; and the plaintiff purchased his stock in the corporation after that time. He may, therefore, be regarded as having purchased with full knowledge of the liability intended to be created, and, therefore, as assenting to it. And besides; if the cor-porators were not satisfied with their individual liabilities, so created, they had it in their power to cease incurring them. We are satisfied, therefore, that it was competent for the legislature to make such a provision.

It is next insisted, that, if the private property of individuals could be rendered liable to be levied upon, it could not be done by virtue of judgments and executions against their corporations, in which they were not summoned individually to appear, and as such, had no opportunity to make defence. But it has been considered, that corporations of this class were, in reality, but joint stock companies, enabled to manage their concerns under corporate names; and that, therefore, the individual corporators were to be regarded as parties in effect, in suits against them as corporate bodies; and, therefore, that it is competent for the legislature to cause the private property of the individual corporators to be liable to be taken on execution, against their corporations, the same as if it were against the individuals themselves, who might be doing business under an assumed name of copartnership. Marcy v. Clark, 17 Mass. R. 330. This objection therefore, is not sustainable.

The next question presented is, was the plaintiff a stockholder at the time the credit was given ? If not, by the Rev. Stat. c. 76, he was not liable, and his property could not be levied upon for the debt in question. This presents a matter of fact, which it has been agreed that we may decide from the evidence reported. It appears that the debt was contracted on July 27, 1841; and from the copies of transfers, as entered upon the books of the corporation, it appears, that the plaintiff was a stockholder from January 4, 1841, to July 31, of that year. But he introduced evidence tending to show his transfer, though not entered as of record, till July 31, was in fact made before the 27th of that month, and so before the credit was given. The defendant objected to this evidence; insisting that the transfer, as it respected the creditors of the corporation, was not effectual till entered on the transfer books. It would seem to be reasonable and highly expedient, as the statute has provided that none shall be liable, who were not stockholders at the time of the credit given, that there should be some settled and well defined mode in which creditors should readily be able to ascertain who were stockholders at the time of their giving credit in such cases. They could not be expected to know any thing of the private negotiations between stockholders and other persons, unless some such mode were prescribed. The transfer books would furnish such data as, if they are allowed to be conclusive, would answer the purpose ; and it seems scarcely reasonable to doubt, that the legislature must have intended such evidence should be relied upon conclusively. In two other instances in the statute, c. 76, it is rendered certain that such transfer books should be conclusive. The first is in <§> 18, where it is provided, that the individual stockholders shall be liable, and it is also provided, that they shall be so liable for the term of one year after the record of the transfer of their stock on the books of the corporation. The second is in <§> 21, which enacts, that the clerks of corporations, on demand, shall furnish any officer, legally holding any execution against the same, with the names of the stockholders, with their places of residence, so far as known; and the amount of liability of each. The legislature, must of course have considered, that reliance upon information so obtained (and it could only be obtained by the clerk from the transfer books,) was conclusive in favor of creditors, as against the stockholders of the corporation. It would seem to be equally important, that a creditor, being bound to take notice of who were to be deemed stockholders at the time of giving credit, should have the same resource for information; and, moreover, it is important, that any one giving credit to a'corporation should, at the time, be able to ascertain who the individuals were, who might become ultimately responsible to him, as well as subsequently, when it might become necessary to call upon them for payment. We think, therefore, that the evidence objected to should have no weight; and that the transfer books, so far as creditors were concerned, were to be deemed conclusive as to who were to be considered as stockholders.

, It is objected, also, that the return on the execution, issued against the corporation, by the defendant’s deputy, is defective, and does not show such proceedings thereon, as would justify his seizing and making sale of the defendant’s private property. In the return, he states that he has not been able to find property belonging to the corporation; but does not say he could find no property or estate in the language of the statute. It is true, that officers’ returns should be explicit, and contain all that is requisite to enable them to justify their doings. They are not however, expected to use technical language, with technical precision. They are bound so to express themselves as to be intelligible ; and must take care that they so express all that is essential. If the word property embraces all that is embraced in the words property or estate, it must be deemed sufficient. Webster defines property to mean estate, and estate to mean property; and Jacob says, property is the highest right a man can have to any thing real or personal. The word property, therefore, comprehended the meaning of both words; and was therefore sufficient.

Several other objections, of minor importance, have been made to the return of the deputy, which we cannot think of sufficient weight to deserve particular animadversion; and they must be overruled.

Plaintiff nonsuit.