Simonson v. Spencer

Upon the above points the following opinion was delivered : By the Court, Savage, Ch. J. It was contended that the declaration should have been special, upon the special contracts, which it was proved existed between the plaintiffs below and the Harlaem Canal Company. I apprehend that was not necessary. It was averred and proved that the company was indebted to the plaintiffs for work and labor upon the canal, and that payment had been refused by the officers of the company. That was sufficient. As to the remaining question, whether the action was maintainable at law: That an action may be maintained against a stockholder, under the circumstances mentioned in the statute, cannot be denied; to deny it would be to deny the authority of the statute. The subscription by the stockholder was an assent on his part to assume all the liabilities imposed by the charter. An action will lie in this court, unless there is some insuperable difficulty. It is said that partners cannot sue each other. These parties do not stand in the relation of partners to each other ; and the fact of their being all stockholders cannot present any valid objection to this suit. That a stockholder may enter into a contract with the corporation of which he is a stockholder, will not be denied; and as they are separate persons in law, an action at law may well be maintained between them. The statute creating the Harlaem Canal Company does not imply that the equities between the parties are to be considered; and the language is, “and any person having any demand against the said company may sue any stockholder singly, or any two or more stockholders jointly, and recover in any court having cognizance thereof.” There is nothing here implying a liability in the other stockholders to contribution ; there is no difficulty as to proper parties. If, indeed, equities do exist which can only be adjusted in a court of chancery, the defendant might have filed his bill for that purpose; but there were no such impediments appearing upon the case as presented to us. We [550] are therefore bound to say that the plaintiffs are entitled to their action in this court. The case of Bullard v. Bell 1 Mason, 243, contains a full discussion both by the counsel and the court of the principle, whether debt is a proper action to be brought in a case like this. Mr. Justice Story says, “ Whatever is enjoined by a statute to be done creates a duty on the party, which he is bound to perform. Where, therefore, a statute declares, that under certain circumstances, a stockholder in a bank shall pay the debt due from the bank, and those circumstances occur, it creates a direct and immediate obligation to pay it.” Judgment affirmed.