Chandler v. Henry , 30 Vt. 330 ( 1858 )

The opinion of the court was delivered by

Bennett, J.

We think the orator has no merits in his bill. Railroad corporations are declared bj the statute to be private corporations, and the 9 th section of the act relative to private corporations, comp. stat. 476, declares that the capital stock of any private corporation, whether owned by such corporation or individuals, shall be liable to and held by attachment, and may be taken and sold on execution against such corporation. Besides, the act of 1852, number 22, page 18, expressly declares that the capital stock of any railroad corporation shall be liable to attachment and sale on execution against any such corporation, and that the shares of the corporators may also be attached and sold, the statute in such case giving them a remedy against the corporation.

The balance remaining due on the defendant’s execution, after the sale of the stock to the plaintiff, was a debt against the corporation as much as it was before, and we do not see how the • plaintiff’s stock after the sale to him can be exempt from execution for such balance. The capital stock, when subscribed for, becomes the assets of the corporation and is made liable for its debts, whether the shares in the capital stock are held by the corporation or by individuals, and as to creditors, it makes no difference who holds it. For the payment of their debts the whole capital stock is liable, and if tlie stock of an individual corporator is taken and sold it is a matter between him and the corporation.

It is claimed, by the orator’s counsel, that when the stock has once been sold on execution and has changed owners, it can not be again sold, unless for debts created after the sale. But to give such an effect to the 9th section of the statute, would be to make a statute and not to construe one. That section of the statute seems to subject the whole capital stock of the corporation by whomsoever owned, to attachment and execution without any limitation as to the time when the debt may have been contracted by the corporation or in reference to the time when the stock may have changed hands, and in this respect it can make no difference. The whole capital stock of the corporation is at all times holden at law for the debts of the corporation, whenever contracted, and we are not aware of any chancery principles that would apply a different rule in behalf of the present orator. The decree of the chancellor, sustaining the demurrer to this bill, is therefore affirmed with costs, and the case is remanded to the chancellor, etc.