Enforcement Abroad of Stockholders or Directors Liability. 389 A creditor could have no right against a sub scriber, founded on his agreement, unless the corporation could sue him on the contract.1 The case would, however, be different if the stock, purporting to be fully paid up, was issued at fifty per cent, of the par value; in spite of the statement contained in the share, the original subscriber still owes fifty per cent., and that amount may be collected from him in a proper proceeding.2 II.
Where by statute the stock is liable to assessment for the payment of debts, and a call has been made by the corporation or its representative, the amount due may be col lected in another State, either by the corpora tion itself* or by its receiver.4 If by the law of the State of charter the stockholder is lia ble to the creditor only, a receiver of the cor poration cannot sue,6 and conversely if the receiver is entitled to get in the amount, a creditor cannot sue in a foreign State." Similarly, when the law of the State of charter creates a direct absolute liability of the stockholder to the creditor, there is an ordinary suretyship obligation, imposed on the stockholder at the time of the original transaction, and capable of being enforced by an ordinary action sounding in contract or debt. If the nature of the liability is such by the law that created it, that any creditor could sue any stockholder and recover from him up to the amount which he is liable to pay leaving for him to recover such contri bution as may be due him from other stock1 New Haven Horse Nail Co. v. Linden Spring Co., 142 Mass. 349, 7 N. E. 773; Seymour -v. Sturgess, 26 N. Y. 134; Christensen v. Kno, 106 N. Y. 97. »Guemey v. Moore, 131 Mo. 650, 32 S. W. 1132. 3 Pfaff r. Gruen, 92 Mo. App. 560.
- Howarth v. Ellwanger, 86 Fed. 54; Kirtley v.
Holmes. 107 Fed. т; Howarth 7-. Lombard, 175 Mass. 570; Howarth v. Angle, 162 N. Y. 179, 56 N. E. 489; Cushing v. Perot, 175 Pa. 66, 34 All. 447 (semble). 5 Hale v. Allinson, 188 U. S. 56. 6 Cushing v. Perot, 175 Pa. 66, 34 All. 447-
holders, this liability may be enforced in any State.7 "It certainly concerns the due administra tion of justice that all stockholders, wherever they reside, should be compelled by proceed ings somewhere to perform the statutory obligations toward creditors of the corpora tion which they have assumed by becomingstockholders. . . . "The legislature of Kansas has chosen to give to the creditors of certain of its corpora tions the security which the individual lia bility of each stockholder affords, to the ex tent prescribed by its statutes, leaving the burden of enforcing contribution from other stockholders on any stockholder who has been compelled to pay anything in discharge of the debts of the corporation. "Persons becoming stockholders in for eign corporations can ascertain the nature and extent of the liability of the stockhold ers in such corporations according to the laws of the State or country under which the corporations are organized, and they cannot complain if this liability is enforced agamst them."8 Judgment in favor of the creditor against the corporation in its own State is ordinari ly conclusive in every State against a stock 7 Flash 7'. Conn, 109 U. S. 371 (s. c. 16 Fla. 428); Whitman v. Oxford Nat. Bank, 176 U. S. 559; Han cock Nat. Bank т. Farnum, 176 U. S. 640 (reversing 20 R. I. 466, 40 All. 340); Rhodes ->. U. S. Nat. bank, 66 Fed. 512; McVicar v. Jones, 70 Fed. 754; Mechanic's Savings Bank v. Fidelity Ins. Co., 87 Fed. 113; Dexter v. Edmands, 89 Fed. 467; Hale?•. Hardon, 95 Fed. 747; Ferguson v. Sherman, 116 Cal. 169, 47 Рас. 1023; Bell;•. Farwell, 176 Ill. 489, 52 N. E. 346; Hancock Nat. Hank r. Ellis, 172 Mass. 39, 51 N. E. 207; Broad way Nat. Bank, v. Baker, 176 Mass. 294, 57 N. E. 603; Western Nat. Bank v. Lawrence, 117 Mich. 669, 76 N. W. 105; First Nat. Bank r. Gustin, 42 Minn. 327,44 N. W. 198 (semble); Guerney v. Moore, 131 Mo. 650, 32 S. W. 1132; Tompkins r. Blakey, 70 N. II. 584, 49 Atl. HI; Perkins v. Church, 31 Barb. 84: Howarth г-. Angle. 162 N. Y. 179, 56 N. E. 489; Aldrich r. Anchor Coal & Development Co., 24 Or. 32, 32 Рас. 756; Cush ing v. Perot, 175 Pa. 66, 34 Atl. 447; Sackett's Harbor Bank v. Blake, 3 Rich. Eq. 225. "Field, C. J., in Hancock Nat. Bank v. Ellis, 172 Mass. 39.
