State Bank of Rock Valley v. Andrews

Ehrlich, O. J. The facts alleged are admitted by the demurrer, and, under the liability there charged, “every director shall be personally liable for all debts incurred by the corporation, etc., to an amount not exceeding $5,000.” Under this provision, the director becomes an original debtor, under a contract liability. Coring v. McCullough, 1 N. Y. 47, 61; Harger v. Same, 2 Denio, 119; Moss v. Same, 7 Barb. 279, 295; Wiles v. Suydam, 64 N. Y. 173; Bank v. Bliss, 35 N. Y. 414. Effort to collect from the company is not a condition precedent. Miller v. White, 50 N. Y. 141; Rorke v. Thomas, 56 N. Y. 565; Esmond v. Bullard, 16 Hun, 65; McHarg v. Eastman, 7 Rob. (N. Y.) 137. The liability is joint and several, and a single director or the entire board may be sued, (Bank v. Ibbotson, 24 Wend. 472; Weeks v. Rove, 50 N. Y. 570; Bartlett v. Drew, 57 N. Y. 587; Roach v. Duckworth, 95 N. Y. 399;) and the remedy maybe invoked by a single creditor, (Wiles v. Suydam, 10 Hun, 578; Weeks v. Love, 50 N. Y. 568; Bartlett v. Drew, 57 N. Y. 587; Roach v. Duckworth, supra.) These principles, applied to similar acts, are 168 alike applicable here. The creditor was not obliged to go into equity. The common-law remedy is sufficient for his purpose. The defendant might, perhaps, invoke equitable relief if he needed it, or might plead in defense that he had discharged other liabilities up to the statutory limit of $5,000. Upon the pleadings, the judgment was properly directed in favor of the plaintiff, and must be affirmed, with costs. All concur.