Vick v. LaRochelle

Campbell, J., delivered the opinion of the court. The substance of the plea demurred to is, that the defendant had been released by the corporation, at a time when it was solvent, from further liability on his subscription for stock, in consideration of a payment by him of a part of his subscription, which was in excess of the calls made upon stockholders by the company, and a surrender by him of one half of his shares of stock. The declaration shows that the defendant was a stockholder in the corporation, when the debt sued on was contracted. The plea seeks to avoid the liability of the defendant to the creditor of the corporation, by the act of the corporation in releasing him from his subscription, upon his payment for part of his stock and his surrender of. the remainder. The demurrer presents the question of the sufficiency of the release by the company as a discharge to the defendant from liability to the creditor of the corporation. The statute, § 2413 of the Code, provides that “ each stock605 bolder shall be individually liable for the debts of the corporation, contracted during his ownership of stock, for the amount or balance that may remain due or unpaid for the stock so subscribed for by him, and may be sued by any creditor of the corporation, and such liability shall continue for one year after the sale or transfer of the stock.” The interpretation of this statute is not a matter of difficulty or doubt. Its object and effect are plainly indicated. “ The ■ amount or balance that may remain due or unpaid,” meant by the statute, is so much of the amount subscribed for stock as has not been paid according to the terms of the subscription. The subscriptions for stock constitute the means of the company, on the faith of which credit is given, and each subscriber for stock is liable for all debts contracted during his ownership of stock, and for one year after he has transferred it to another to the amount of his subscription not paid according to its terms. A release by the corporation, without payment of the amount of the subscription does not affect the right of the creditor to hold the stockholder to his statutory liability. A failure of the corporation to call for payment of stock subscriptions, or any concession by it to the stockholder who has not paid his subscription, does not affect the right of the creditor to collect his debt from the stockholder to the extent of the amount of his subscription for stock which remains unpaid. Actually unpaid, whatever may have occurred between the subscriber and the corporation, is what the statute means. Judgment affirmed.