Hancock Nat. Bank v. Ellis

Decision Date16 June 1896
PartiesHANCOCK NAT. BANK v. ELLIS.
CourtUnited States State Supreme Judicial Court of Massachusetts Supreme Court

166 Mass. 414
44 N.E. 349

HANCOCK NAT. BANK
v.
ELLIS.

Supreme Judicial Court of Massachusetts, Suffolk.

June 16, 1896.


Appeal from superior court, Suffolk county.

Action by the Hancock National Bank against D. Warren Ellis to enforce his statutory liability as a stockholder of a Kansas corporation under the laws and decisions of that state. From a judgment sustaining a demurrer to the declaration, plaintiff appeals. Reversed.


H.J. Jaquith and [166 Mass. 418]W.R. Bigelow, for appellant.

John D. Long and Arthur E. Burr, for appellee.


ALLEN, J.

This case comes up on demurrer to the plaintiff's declaration. It is averred, in substance, that under the statute of Kansas, as interpreted by the decisions of the supreme court of that state, the liability of the defendant as a stockholder is a contractual liability, and arises upon the contract of subscription to the capital stock made by the defendant in becoming a stockholder; and that, in subscribing to said stock, and becoming a stockholder, he thereby guarantied payment to the creditors of an amount equal to the par value of the stock held and owned by him, which should be payable to the judgment creditors of said corporation who first pursued their remedy under the statute; and that an action to enforce said liability is transitory, and may be brought in any court of general jurisdiction in the state where personal service can be made upon the stockholder. The liability of the stockholders must be determined according to the law of Kansas.

[44 N.E. 350]

New Haven Horse-Nail Co. v. Linden Springs Co., 142 Mass. 349, 353, 7 N.E. 773;Halsey v. McLean, 12 Allen, 438, 441;Flash v. Conn, 109 U.S. 371, 3 Sup.Ct. 263. We now have a case where the declaration, as we interpret it, sets forth that, according to the law of Kansas, the defendant is liable to a judgment creditor of the corporation as upon a contract, which is suable anywhere. The facts alleged in this respect are different from those in any case heretofore presented to this court (see Bank v. Rindge, 154 Mass. 203, 27 N.E. 1015); and the alleged liability of stockholders is of a different character from that which exists in this commonwealth. We are, however, to adopt the construction which is given in Kansas to the liability and undertaking of stockholders in Kansas corporations, and to give force and effect to the same as there established. Accordingly, jurisdiction[166 Mass. 419]exists here to enforce the liability like other debts, if the law of Kansas is...

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