Buchanan v. Meisser

Citations

• 105 Ill. 638
• 1883 Ill. LEXIS 130

Syllabus

<p>1. Stockholders—individual liability. The effect of a provision in the charter of a bank making its stockholders liable to creditors of the bank on its default, to an amount equal to the amount of stock held by them, is to withdraw from the stockholders, to the amount of their stock, the protection of the corporation, and leave them liable to that extent as partners.</p> <p>2. Same—right of stockholder to set off debt due him from the corporation, as against a creditor. In an action by a creditor of a corporation against a stockholder to enforce his individual liability to the amount of bis stock, he can not plead as a set-off an indebtedness of the corporation to himself, as such debt is not that of the party suing. Debts, to be set off at law, must be mutual, and between the same parties.</p> <p>3. Same—extinguishment of stockholder's individual liability. The recovery of a judgment by a creditor of a corporation against a stockholder for a sum equal to the amount of his stock, that being the limit of his liability for the corporation, will extinguish his liability. So, it is not doubted, will a voluntary payment by him to such a creditor of the corporation who has the right to sue him and recover judgment at law on his liability.</p> <p>Í. But a payment of a sum equal to his stock to the firm of which he is a member, in satisfaction of a debt due from the corporation to his firm, will not release him from his liability as a stockholder of such corporation, or bar a suit by another creditor, as the firm could not maintain an action at law against him.</p> <p>5. Same—contribution among stockholders, in equity. A stockholder of a bank who pays the amount of his individual liability to a firm in which he is a partner for a debt due such firm from the bank, thereby acquires an equitable right against his co-stockholders, recognizable and enforcible only in equity.</p> <p>6. Action—not by a firm against a partner. A partnership firm, as a creditor of a corporation,