Dreisbach v. Price

Per Curiam : The exceptionally able argument of the learned counsel for the appellants has not satisfied us tbat there is any error in tbe decree of the court below. His main contention was that there can be no recovery against the defendants, in tbe present proceeding, because the act of April 16,1850, entitled “ An Act regulating banks,” gives a full, complete, and adequate remedy at law for tlie relief sought by tlie present bill. It is very true, and we have so held repeatedly, tbat since the act of 1806, where a remedy is given by statute such remedy must be pursued. But tbe difficulty in tbe appellants’ way is that the act of 1850 applies only to banks of issue, of which this bank was not one. We think this principle is settled by First N. Bank v. Gruber, 87 Pa. 468; Fox’s App., 93 Pa. 406; Merchants’ Bank v. Shouse, 102 Pa. 488. A re-examination of tlie various provisions of the act of 1850 only confirms us in tbe views expressed in those cases, and a further discussion of the question is deemed unnecessary. Another point raised by the appellants is tbe extent of the personal liability of the stockholders. Tbe thirteenth section of the act of incorporation of this bank, act of April 10, 1873, P. L. 674, provides that “the stockholders of said bank shall be held individually responsible, equally and ratably, and not one for another, for all contracts, debts, and engagements of said bank, to the extent of double the amount of the stock subscribed for or held by tbem.” It was contended by the appellants tbat this means that tbe stockholders are responsible to the amount of stock subscribed and unpaid for, and as much more; if the share subscribed for is paid up, the shareholder would be responsible to tlie extent of the par value of another share. We cannot assent to this view. Tbe liability to tbe corporation for tbe amount of subscriptions unpaid exists without tliis personal liability clause in tbe charter. The clause referred to for the benefit of tbe creditors was plainly intended to give them a claim upon the stockholders to double the amount of tbe stock held by tbem, respectively. The stock in such cases is presumed to be paid up in whole, or in part at least, and this fund was necessarily liable to creditors without any individual liability clause. The contention of the appellants would make the stockholders liable for only an amount [572] equal to the capital stock. In Lane’s App., 105 Pa. 49, where the stockholders were individually liable to the amount of the shares of capital stock subscribed or held by them, it was said by our Brother Green, in delivering the opinion of the court: “Moreover, the liability created by this section [fourteenth section of the act of April 29, 1874] is a direct liability from the stockholder to the creditor, and it exists to the amount of the stock held by the stockholder, without any reference to the question whether it has been paid for or not. Hence the stockholder, although he has paid in full to the corporation for his stock, is nevertheless still liable to the extent of the whole value of his stock.” This is the rule when the liability of the stockholder is single, i. e., to the value of his stock. It follows logically that, where the liability is double, he is liable not only to the corporation for the balance, if any, unpaid upon his stock, but also to creditors to double the amount of said stock. As was well said by the learned judge of the court below : “ The language of the statute, ex vi termini, it seems to us, can mean nothing less.” John Allen, one of the appellants, complains that the master erred in finding as a fact that he was a stockholder. This finding of fact was approved by the court below, and we are not prepared to say it was not justified by the evidence. The only remaining question which requires notice, is that raised by the twelfth assignment, in which it was alleged that married women were not liable under the individual liability clause of the charter. If their liability were a contractual one, as was the case in Wolbach v. Building Ass’n, 84 Pa. 211, and other cases cited by the appellants, we would be disposed to regard this point as well taken. But the liability is one created by statute, and a married woman who holds shares of stock in such a corporation takes it cum onere, subject to whatever responsibility the law imposes upon the holders of such shares. She is as much liable to creditors, in such case, as she would be liable for taxes upon her real estate. In either case the liability is purely statutory, and arises from no contractual relation, but solely from the possession and ownership of the property. The decree is affirmed, and the appeal dismissed, • at the costs of the appellants.