Pierce v. Yeaton

Plummer, J.

The Winnipesaukee Company, of which the defendants are directors, is a corporation organized under the laws-of Maine, and it is, therefore, claimed by the defendants that the statutes of this state upon which the action is brought have no reference to this corporation, and impose no liability upon the defendants as officers of it. The contention of the plaintiffs is, that the- defendants are individually liable under chapter 150 of the Public Statutes by reason of the failure of the officers of the company to make the returns required by said chapter.

Chapter 150 refers only to corporations organized under the laws of this state, but section 21, chapter 148 of the Public Statutes provides that “manufacturing corporations not established by the laws of this state doing business in the state are authorized and empowered to acquire, hold, and convey real and personal property, and shall conform- to the laws of the state as to returns and taxation, the same as domestic corporations.” And so the plaintiffs contend that the officers of the Winnipesaukee Company, although a foreign corporation, were required to make the returns prescribed by chapter 150, the same as a domestic company. But section 21 only requires foreign manufacturing corporations to conform to the laws of this state as to returns and taxation. It is not alleged in the plaintiffs’ declaration, and it does not appear that the Winnipesaukee Company is a manufacturing corporation, and it cannot be assumed that it is. Consequently section 21, upon which the plaintiffs rely, has no application to their action as set forth in the declaration.

The brief of the plaintiffs indicates that they further roly upon section 20, chapter 148 of the Public Statutes, and section 6, chapter 3, Laws of 1895, that require corporations to file copies of all printed reports issued by them, with the librarian of the state library. The fact that it does not appear that the Winnipesaukee Company ever issued any printed reports would be a sufficient answer to the claim of the plaintiffs, that the defendants are liable under these sections for not filing them.

Aside from this, a reference to the acts and their titles, that include the above sections, will disclose that they were passed simply to aid the state library in preserving the printed financial reports of corporations. There is nothing in these acts that makes officers of a corporation individually liable for its debts on failure to comply with their provisions.

As there is no statute that requires foreign corporations not engaged in manufacturing to make any returns, and as it does not appear that the Winnipesaukee Company is a manufacturing corporation, the demurrer must be sustained.

There is, therefore, no occasion to consider other objections that are urged by the defendants against the plaintiffs’ action.

Demurrer sustained.

All concurred.