Selig v. Hamilton

Citations

• 234 U.S. 652
• 34 S. Ct. 926
• 58 L. Ed. 1518
• 1914 U.S. LEXIS 1118

Syllabus

<p>The legislation of Minnesota with respect to the liability of stockholders, as construed by the courts of that State, has heretofore been reviewed and its constitutional validity upheld by this court in Bernheimer v. Converse, 206 U. S. 516, and Converse v. Hamilton, 224 U. S. 243.</p> <p>A stockholder cannot, under the statutes of Minnesota, even by a bona fide transfer of his stock, escape liability for debts of the corporation theretofore incurred.</p> <p>Bankruptcy proceedings against a Minnesota corporation do not stand in the way of a resort to the statutory method of enforcing the liability of a stockholder which is not a corporate asset.</p> <p>Congress has not yet undertaken to provide that a discharge in bankruptcy of a corporation shall release the stockholders from liability.</p> <p>A foreign stockholder of a Minnesota corporation is not concluded by an order of the state court in sequestration proceedings under the statute, and in which he was served only by publication without the State, as to any matter relating to his being a stockholder or as to other personal defense.</p> <p>When his ownership of the stock ceases, a stockholder in a Minnesota corporation ceases to be liable • for debts of the' corporation thereafter incurred, although liable for debts previously incurred.</p> <p>Under the state statute, the Minnesota court, in a proceeding to assess stockholders for liability, may assess persons who previously were stockholders for liability for debts incurred during the period they owned the stock.</p> <p>While a stockholder not personally served may urge his personal defenses in a suit to recover the assessment made in sequestration proceedings of an insolvent Minnesota corporation, he may not reopen the amount of the assessment or the question of the necessity therefor.</p> <p>What the Minnesota court determines as to the nature of the assessment and its application to present and former stockholders must be ascertained from the order itself.