Allen v. Arnold
| Decision Date | 23 February 1895 |
| Citation | 18 R.I. 809,31 A. 268 |
| Parties | ALLEN v. ARNOLD et al. |
| Court | Rhode Island Supreme Court |
Bill by John B. Allen, executor, against John J. Arnold and others, to enforce their statutory liability as stockholders of a corporation. Demurrer to the bill sustained.
Arnold Green and Benj. N. Lapham, for complainant.
John J. Arnold and James Tillinghast, for respondents.
Assuming that the provisions of Pub. St R. I. c. 155 ("Of Manufacturing Corporations"), to which, by its charter, the Warwick & Coventry Water Company is made subject are applicable to that company, which has no manufactory established either within or without this state, we do not think that the complainant is entitled to maintain his bill against the stockholders of that company, either to enforce their statutory liability, or for contribution, on the ground that they have not paid in full their subscriptions to the capital stock, until he has first exhausted his remedy against the company, by obtaining a Judgment at law against it, and having the execution on that judgment returned unsatisfied; the reason being that the primary liability is that of the corporation, that of the stockholders being merely secondary. 1 Cook, Stock, Stockh. & Corp. Law (3d Ed.) §§ 199, 200, 219, and notes. Demurrer sustained.
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