Middletown National Bank v. Toledo, Ann Arbor Northern Michigan Railway Company
Decision Date | 03 April 1905 |
Docket Number | No. 167,167 |
Citation | 49 L.Ed. 803,197 U.S. 394,25 S.Ct. 462 |
Parties | MIDDLETOWN NATIONAL BANK v. TOLEDO, ANN ARBOR, & NORTHERN MICHIGAN RAILWAY COMPANY et al |
Court | U.S. Supreme Court |
This case comes here by virtue of a certificate from the United States circuit court of appeals for the second circuit, which sets forth the following facts:
The case came before the circuit court of appeals by appeal from the decree of the United States circuit court for the southern district of New York, sustaining demurrers to the bill of complaint and dismissing the bill. The complainant in the bill was a creditor of the railway company (the defendant), which is a corporation created under the laws of the state of Ohio; and complainant recovered a judgment against the defendant railway company in the supreme court of the state of New York, upon which execution was issued and returned unsatisfied. The complainant then brought its bill in equity in the United States circuit court for the southern district of New York, for the benefit of itself and other creditors, against numerous stockholders of the railway company, defendant, residing in the district, to enforce the liability of those stockholders for the debts of the railway company, under the laws of Ohio, and that company was made a party defendant.
The Constitution of Ohio (1851), art. 13, § 3, is as follows:
'Dues from corporations shall be secured by such individual liability of the stockholders, and other means, as may be prescribed by law; but in all cases, each stockholder shall be liable, over and above the stock by him or her owned, and any amount unpaid thereon, to a further sum, at least equal in amount to such stock.'
In pursuance of this provision of the Constitution the legislature of Ohio adopted statutory provisions with respect to the stockholders of certain corporations, which appear in the Revised Statutes of 1880, § 3258, in the following form:
'The stockholders of a corporation which may be hereafter formed, and such stockholders as are now liable under former statutes, shall be deemed and held liable, in addition to their stock, in an amount equal to the stock by them subscribed, or otherwise acquired, to the creditors of the corporation, to secure the payment of the debts and liabilities of the corporation.'
Section 3260 of the Revised Statutes of 1880, as amended in 1894, provided as follows:
'A stockholder or creditor may enforce such liability by action jointly against all the holders or owners of stock, which action shall be for the benefit of all the creditors of the corporation, and against all persons liable as stockholders; and in such action there shall be found and determined the amount payable by each person liable as stockholder on all the indebtedness of the corporation, in which adjudication no costs shall be taxed to nor collected of any stockholder to an amount which, together with the amount to be paid on said indebtedness, will exceed the amount of the stock on which he is liable, Provided, that in any such action, the plaintiff may file in the court a sworn statement that a stockholder or stockholders or the legal representatives of a deceased stockholder have not been summoned, giving their residence if known, and that it is impracticable to secure service of summons upon such stockholders or such legal representatives of a stockholder, and remitting from the claims of the plaintiff, or of other creditors consenting, so much as may be found payable by such stockholders not served with summons except those who may be insolvent or nonresident of the state; and judgment shall be rendered against the stockholders who have been served with summons for the pro rata amount for which they would be liable if all solvent stockholders resident of the state were served with summons; and when a creditor has prosecuted against a corporation an action of [at] law begun before any action to enforce the stockholders' liability, and has recovered final judgment only after such an action to enforce the stockholders' liability has been prosecuted to a final decree in the court in which the action was commenced, such judgment creditor may bring a like action against the stockholders of the corporation to enforce such judgment at any time within four years after the recovery of his said judgment, but the stockholders shall not be liable for any amount in excess of that provided in § 3258.'
As so amended this section stood at the time when this suit was begun. Afterwards, in 1900, but before the filing of the second amended bill of complaint, the section, as further amended and supplemented, provided as follows:
The court below sustained the demurrer on the following ground:
...
To continue reading
Request your trial-
Irvine v. Elliott
... ... Columbus, Sandusky and Hocking Railroad Company, hereinafter ... referred to as the railroad ... Middletown Bank ... v. Railway Company, 197 U.S. 394, 25 ... N.E. 888, 49 L.R.A. 301; Hancock National Bank v ... Farnum, 176 U.S. 640, 20 Sup.Ct ... ...
-
Shriver v. Woodbine Sav Bank of Woodbine, Iowa, 158
...v. Bailey, 20 Wall. 520, 527, 22 L. Ed. 376; Williamson v. American Bank (C. C. A.) 115 F. 793; cf. Middletown Bank v. Railway Co., 197 U. S. 394, 25 S. Ct. 462, 49 L. Ed. 803. And in every case conditions precedent to the statutory liability must be satisfied before any form of remedy can ......
-
The State ex rel. Kansas City v. Coon
...Coal Co. v. George, 233 U.S. 359; In the Harrisburg, 119 U.S. 199; In Haycraft, 22 Wall. 81, 98; Pollard v. Baily, 20 Wall. 520; Bank v. Railroad, 197 U.S. 394; on Interpretation of Laws, sec. 98. (3) Laws regarding the removal of city employees are not for the benefit of such employees but......
-
Grover v. Merritt Development Co.
...conferred upon creditors a substantive right. About this there can be no question. It is so spoken of in Middletown Bank v. Ry. Co., 197 U. S. 394, 403, 25 S. Ct. 462, 49 L. Ed. 803. If no statutory remedy had been provided for the enforcement thereof, this court, as between proper parties,......