Hodges & Wilson v. Silver Hill Mining Co.

Citations

• 9 Or. 200

Syllabus

<p>Corporations — Insolvency—Stockholders’ Liability.</p> <p>The general principle of law is that no suit can be maintained against the stockholders until a judgment has been obtained against the corporation, and an execution issued and returned nulla bona, but this principle is subject to some qualification.</p> <p>. Judgment and execution returned nulla bona, are only evidence of, and constitute one kind of proof of insolvency. Although the proof' may be declared to be sufficient by statute, it does not exclude other methods.</p> <p>Where a corporation is without any assets or property whatever, and notoriously insolvent, it is not necessary in such case to obtain a judgment against the corporation and return of execution nulla bona, before the liability of the stockholder can be enforced in equity. It is a maxim of the law that the law will not attempt to do an act which is vain, or to enforce an act which would be fruitless.</p> <p>Liability Several and Limited on Unpaid Stock.</p> <p>The liability of a stockholder, under article IX., section 2, of the consti* tution, is a several and limited liability, as to which each stockholder stands alone, irrespective of the amount for which other stockholders aré liable.'</p> <p>When it is made to appear by proof, that some of the stockholders of a corpoi ation are insolvent, the sol vent must pay the proportion of the insolvent, to be apportioned among them according to the amount of their stock subscribed and unpaid.</p> <p>Pro rata Judgment.</p> <p>Where a decree apportioned the payment of a judgment obtained against a corporation fro rata among the defendant stockholders, according to the amount of each of such stockholders’ stock subscribed and unpaid, and there was no evidence or other fact showing that any such stockholders were insolvent: Held, there was no error in the decree.</p>