Root v. Sinnock

Citations

• 120 Ill. 350
• 11 N.E. 339

Syllabus

<p>1. Stockholder’s liability for debts of the corporation—a charter construed. The charter of a private bank contained this proviso: “Provided, also, that the stockholders in this corporation shall be individually liable, to the amount of their stock, for all the debts of the corporation; and such liability shall continue for three months after the transfer of any stock on the books of the corporation:” Held, that the stockholders were each individually liable to pay to the creditors of the bank, not merely the balance unpaid upon subscriptions for stock, but to the extent of the nominal or face value of the stock held by them, for debts of the bank.</p> <p>2. Same—what stockholders liable, as respects the time of ownership. Under such a statutory provision, it is not essential to the stockholder’s liability that he be such at the time the creditor’s cause of action shall have accrued. It is sufficient if he is a stockholder when the suit is brought against him.</p> <p>3. The expression, “all stockholders, ” in the absence of any legislative indication to the contrary, must be regarded as including not only those who were such at the time the indebtedness was incurred, but all those who successively stand in their shoes in respect to the same stock.</p>