Thompson v. Meisser

Citations

• 108 Ill. 359
• 1884 Ill. LEXIS 1485

Syllabus

<p>1. Stockholder’s liability for debts of the corporation—in what manner discharged. Under a statutory provision making tbe stockholders of a private corporation individually responsible for an amount equal to the amount of stock held by them, respectively, in case of the failure of the corporation to make payment of any debt, etc., the stockholders are in effect made partners, and are consequently jointly and severally liable to the creditors of the corporation who are not also stockholders themselves, to the amount of stock held by them, respectively.</p> <p>2. As a corollary it follows that one stockholder can not maintain an action at law on such individual liability against a fellow-stockholder, any more than one partner can sue his co-partner at law on a claim against the firm which he may have purchased.</p> <p>3. In an action by an outside creditor of a corporation to enforce the individual liability of a stockholder, the latter can not set off a debt due from the corporation to himself.</p> <p>4. A stockholder who is individually liable to the amount of his stock in favor of creditors of his corporation, may discharge such liability by the payment, in good faith, of the amount of the same to any creditor who is not also a stockholder. But he can not discharge himself by buying up debts owing by the corporation equal in amount to his liability, at a discount. In such case, if he retains such indebtedness so purchased by him, he can only claim a discharge for the actual sum paid by him for the same.</p> <p>5. After the insolvency of a bank, a stockholder who was personally liable for the indebtedness of the corporation to the amount of $1000, (the amount of stock held by him,) purchased certificates of deposit issued by the bank to the amount of $3200 on their face, for fifteen cents on the dollar, of which he sold all but $1000. On this latter sum another stockholder confess,ed judgment, and the first named party entered satisfaction of such judgment withou