Flash v. Conn

Citations

• 109 U.S. 371
• 3 S. Ct. 263
• 27 L. Ed. 966
• 1883 U.S. LEXIS 978

Syllabus

<p>Conflict of Law — Contract—Corporation.</p> <p>1. The liability created by a provision in a general act of the State óf New York for the formation of corporations, that all the stockholders of every company incorporated under it shall be severally individually liable to creditors of the company until the whole amount of the capital stock shall be paid in and certified, is in contract, and not a penalty; and can be enforced by an action sounding in contract against a stockholder found in another State.</p> <p>2. The courts of New York having held that a liability of a stockholder to creditors arising under one of its general statutes for forming corporations was in contract, when the attempt was made to enforce it in New York, this court follows that interpretation in a suit to enforce such a liability in another State.</p> <p>3. The liability of a stockholder to a creditor under the 10th section of the general act of the State of New York for forming corporations fcr manufacturing purposes is á liability in contract, which may be enforced by an action at law. It is not necessary to resort to equity.</p>