Ferguson v. Sherman

Citations

• 116 Cal. 169
• 47 P. 1023
• 1897 Cal. LEXIS 527

Syllabus

<p>Corporations—Liability of Stockholders—Action by Judgment Creditor of Foreign Corporation — Measure of Liability. — Though penalties and special remedies provided by the laws of another state will receive no extraterritorial recognition, yet, when the statutory liability of stockholders in a foreign corporation is not in its nature penal, and áoes not depend for its enforcement upon remedies peculiar to the courts of the state which created the liability, but is a simple personal liability contracted for by the stockholders, and enforceable in an action at law by a judgment creditor of the corporation in the state where the corporation was created, after return of execution against the corporation nulla bona, such action may be brought by such judgment creditor in this state, against California stockholders in such foreign corporation, the statute of the state which created the corporation being the measure of the liability of its stockholders.</p> <p>Id.—Kansas Corporation—Contract of Stockholders — Guaranty__ The contract of stockholders in a Kansas corporation, as respects personal liability under the Kansas statute, is in the nature of a contract of guaranty, upon which an action will lie, after the creditor’s remedy against the corporation has been exhausted, in any state where jurisdiction of the person of a stockholder may be obtained.</p> <p>Id.—Construction of Kansas Constitution—Exemption of Stockholders of Railroad Corporations Inapplicable to Street Railroads. The exemption of the stockholders of railroad corporations from statutory liability, by the constitution of Kansas, is an' immunity in the nature of a grant or privilege, which is to be construed so as to restrict rather than broaden the grant from the state, and was not designed to apply to stockholders of street railroad corporations.</p>