Harper v. Union Manufacturing Co.

Citations

• 100 Ill. 225
• 1881 Ill. LEXIS 81

Syllabus

<p>1. Stockholders—liability for debts of corporation—by whom and ■ how enforced. Under section 9 of the act of 1857, relating to manufacturing . corporations, the stockholders are made severally and individually liable to the “creditors” of the company to the amount of stock held by them, for all debts, etc., made by such company prior to the time when the whole capital stock shall have been paid in. This liability can not be enforced by a single creditor, suing in his own behalf, alone. It can be enforced only upon a bill brought by, or at least in behalf of, all the creditors of the corporation.</p> <p>2. Same—stockholders’ liability not enforceable until assets of the corporation are. exhausted—parties to bill. Stockholders in a corporation organized under a law making them liable individually “to the creditors” of the corporation, will not be required to pay any portion of the debts until the assets of the corporation are first exhausted. If such assets are in the hands of an assignee for the benefit of creditors, he will be a necessary party to a bill in chancery to enforce the stockholders’ individual liability.</p> <p>3. Same—quaere, whether the act of 1857 is superseded by act of 1872. The court are inclined to think that the provisions of the act of 1857, relating to corporations, and making stockholders individually liable for the debts of the corporations, were superseded and became inoperative by reason of the general law of 1872 upon the same subject, but find it unnecessary to adjudge that question.</p>