Nesbitt v. Clark

Citations

• 272 Pa. 161
• 116 A. 404
• 25 A.L.R. 1406
• 1922 Pa. LEXIS 793

Syllabus

<p>Corporations — Penal statutes — Failure of directors to file reports —Conflict of laws — Comity—“Full faith and credit” clause of Federal Constitution.</p> <p>1. A penal statute is one which imposes a penalty or forfeiture for transgressing its provisions, or for doing a thing prohibited, and it is none the less a penal statute because it is also remedial. Such si atufes are not enforced outside of the states enacting them.</p> <p>2. The liability of directors of a corporation to file reports, is penal, and as a rule will not be enforced by courts of other states.</p> <p>3. A statute of Colorado providing that, if a corporation shall fail to file an annual report within a specified time, the directors and officers shall be liable for all debts of the company contracted during the preceding year, is penal in character, and will not be enforced by the Pennsylvania courts against directors resident in Pennsylvania,</p> <p>4. Such an act being hard and severe should be construed with great strictness.</p> <p>6. If a Colorado court has, under a given state of facts, held it to create a contractual liability, and not to impose a penalty, the courts of another state, when called upon to enforce the statute, should not so construe it, unless the facts are substantially the same.</p> <p>6. The Pennsylvania courts will not follow a decision of the Colorado Supreme Court construing the act not to be penal, where all the preceding cases in the same court have held it to be penal, and the wording of the act itself shows the penal character, if the decision in question makes no attempt to distinguish the preceding cases, or to overrule them, makes no mention of the legislative interpretation of the act, and the facts in the case are not similar to those in the Pennsylvania suit.</p> <p>7. A foreign court is not bound to apply the doctrine of comity where the highest court of the other state has given different constructions to its statutes at different times and rights may hav