Third Nat. Bank v. Angell

• Decision Date: 23 January 1892
• Citation: 29 A. 500,18 R.I. 1
• Parties: THIRD NAT. BANK v. ANGELL et al.
• Court: Rhode Island Supreme Court

29 A. 500

18 R.I. 1

THIRD NAT. BANK

v. ANGELL et al.

Supreme Court of Rhode Island.

Jan. 23, 1892.

Action by the Third National Bank against Edwin Angell and others, stockholders of the Providence Press Company, to recover on a judgment against such company. Defendants filed pleas in abatement of the writ and declaration, and plaintiff demurs. Demurrer sustained.

Arnold Green, for plaintiff. James Tillinghust, for defendants.

MATTESON, C. J. At the April term, 1890, of this court, the plaintiff recovered judgment against the Providence Press Company—a corporation created by the general assembly of this state, and located and doing business in Providence,—in an action of assumpsit, on certain promissory notes made by that corporation The plaintiff now seeks by the present suit to recover the amount of the judgment so obtained against the Providence Press Company from the defendants, as stockholders in the company. The action is debt on the judgment, and is brought under Pub. St. R. I. c. 155, § 22, which is as follows: "All proceedings to enforce the liability of a stockholder for the debts of a corporation shall be either by suit in equity, conducted according to the practice and course of equity, or by an action of debt upon the judgment obtained against such corporation, and in any such suit or action such stockholder may contest the validity of the claim upon which the judgment against such corporation was obtained, upon any ground upon which such corporation could have contested the same in the action in which such judgment was recovered." The corporation did not comply with the requirement of Pub. St. R. I. c. 155, § 11, as follows: "Every manufacturing company included within the provisions of this chapter shall file in the office of the town clerk of the town where the manufactory is established annually on or before the fifteenth day of February, a certificate signed by a majority of the directors, truly stating the amount of its capital stock actually paid in, the value as last assessed for town tax of its real estate, the value of its personal assets, and the amount of its debts or liabilities on the thirty-first day of December of the year next preceding." Section 12 of the same chapter provides: "If any such companies shall fail so to do, all the stockholders of such company shall be jointly and severally liable for all the debts of the company then existing and or all that shall be contracted before such notice shall be given, except as hereinafter provided, unless such company shall have become insolvent and assigned its property in trust for the benefit of its creditors, in which case the obligation to give such notice by the filing of such certificate shall cease." Section 13 limits the liability of members of an incorporated manufacturing company, provided by sections 1 and 12, and under other statutory provisions, for the debts of such company or for obligations hereafter incurred, to the shares of such members in such corporations paid up to the par value thereof, and, if the corporation shall fail to file the certificate required to be filed by section 11, provides that such members shall be liable for said debts and obligations in an additional amount, up to, but not exceeding, the said par value of their shares.

The defendants have severally filed pleas in abatement to the writ and declaration, for the nonjoinder of others alleged to have been stockholders with themselves in the corporation. To these pleas the plaintiff has demurred.

It would be a good answer to these pleas that the persons named in them as fellow...