Carter, Rice & Co. v. Samuel Hano Co.

The only question argued besides those decided when the case was here before is whether this assessment is an asset of the Hano Company.

Although at common law corporations cannot assess the holders of fully paid shares for any purpose, still those organized under the laws of this state may assess the holders of such shares to satisfy corporate claims for which the shareholders are individually liable, whether the individual liability arises because the full amount of capital fixed and limited by the corporation has not been paid in, or because the corporation or its officers have failed in some other respect to comply with the statute which limits the liability of shareholders to the loss of their stock. Lancaster Starch Co. v. Moore, 62 N.H. 671; Ossipee etc. Co. v. Canney, 54 N.H. 295; Great Falls Conway R. R. v. Copp, 38 N.H. 124. And it is the general rule that corporations may assess the holders of such stock whenever there is a statute which authorizes them to do so. Santa Cruz R. R. v. Spreckles,65 Cal. 193; Younglove v. Steinman, 80 Cal. 375; Gary v. Company, 9 Utah 464; Hall v. Company, 5 Ida. 551; Salmon v. Company, 1 Ch. Cas. 204.

It will be unnecessary to consider whether the duty to make such an assessment could be enforced by a receiver appointed to wind up the affairs of the corporation, for in this case the assessment had been made when the receiver was appointed. It is obvious that when such an assessment has been made it is a corporate asset, for it is available for the purpose of paying the corporate debts. Consequently, the right to collect it vests in the receiver.

When this case was here before it was decided, so far as the persons then parties were concerned, that the shareholders of the Hano Company were individually liable for the plaintiffs' claims. It was suggested that it was the duty of the officers of the company to call a meeting of the shareholders to make such an assessment as might be necessary to satisfy the claims against the corporation; that it would not be assumed that the officers of the company or the shareholders would neglect to fulfil their obligations; that if found to be necessary, the court might appoint some one to call a meeting of the corporation, and might make the assessment should the shareholders refuse; and that in such case a receiver might be necessary to collect the assessment. A re-examination of the principles on which the former opinion is based shows them to be so well established (Carter, Rice Co. v. Hano Co.,72 N.H. 549; Ossipee etc. Co. v. Canney, 54 N.H. 295; Great Falls Conway R. R. v. Copp, 38 N.H. 124) that it can serve no useful purpose to elaborate them a second time in this case. Consequently, that opinion is reaffirmed without discussion the principles which sustain it.

Exception overruled.

All concurred.