Love v. Pusey & Jones Co.

Citations

• 19 Del. 577
• 3 Penne. 577
• 52 A. 542
• 1902 Del. LEXIS 19
• 1902 Del. Super. LEXIS 9

Syllabus

<p>Debt—Demurrer—Pleading—Corporation; Foreign; Stockholder in; Liability of; Action Against in this State—Contract— Statutory Liability; Contractual—Actions Local; Transitory—General Incorporation Act.</p> <p>1. An action may be maintained in this state against a stockholder in a Kansas corporation to enforce the individual liability of such stockholder under certain constitutional and statutory provisions of the latter State, to an amount equal to the par value of the defendant’s stock, on account of the unpaid balance of the plaintiff’s judgment obtained in Kansas against said corporation.</p> <p>2. Such liability, though statutory in its origin, is contractual in its nature, and the cause of action is transitory, and may be enforced by an appropriate action in a court of general jurisdiction in any state where personal service is had on the stockholder.</p> <p>3. Section 49 of the General Incorporation Act of this State, and certain other provisions, apply to corporations created and organized by authority of this State, and not to the relations, liabilities, rights and remedies of stockholders and creditors of corporations created, empowered and organized solely by authority of another State.</p> <p>4. When the liability sought to be enforced is in the nature of a contract voluntarily entered into By the defendant with adequate opportunity at the time of obtaining the stock to learn and comprehend his liability under the constitution and laws of Kansas, and not being opposed to the legislation or public policy of this State, the courts of this State will give effect to it.</p> <p>5. Debt will lie upon a contract, express or implied, to recover a sum certain or capable of being reduced to a certainty by calculation, payable in respect of a direct and immediate liability by one to another. It is a proper form of action against a stockholder of a corporation in a case like that now presented by the pleadings in this suit.</p>