Thompson v. Bemis Paper Co.

Massachusetts Supreme Judicial Court

Thompson v. Bemis Paper Co.

127 Mass. 595, 1879 Mass. LEXIS 149

CourtMassachusetts Supreme Judicial Court

DecidedNovember 12, 1879

StatusPublished

Cited by3 cases

This text of 127 Mass. 595 (Thompson v. Bemis Paper Co.) is published on Counsel Stack Legal Research, covering Massachusetts Supreme Judicial Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Thompson v. Bemis Paper Co., 127 Mass. 595, 1879 Mass. LEXIS 149 (Mass. 1879).

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Opinion

Gray, C. J.

A creditor who is also a stockholder of a corporation, and as such liable for its debts, is not entitled to the remedies afforded by statute to creditors against stockholders for the debts of the corporation. Thayer v. Union Tool Co. 4 Gray, 75. Potter v. Stevens Machine Co. ante, 592. The mere fact that the plaintiff was the equitable owner of shares might not indeed subject him to the liabilities or disabilities of a stockholder. Crease v. Babcock, 10 Met. 525. Johnson v. Somerville Dyeing & Bleaching Co. 15 Gray, 216.

• But this plaintiff, at the time of the commencement of the suit in which judgment was recovered against the corporation, was the absolute legal owner of eight shares; and even at the earlier period before the passage óf the vote on which this bill is founded, he was not only the equitable owner of these shares then standing in the name of Warren, but he was treated by the corporation, and acted, as the legal owner thereof, receiving notices of and attending meetings as a stockholder; he participated in the vote by which the whole cash assets of the corporation were withdrawn, and paid to the stockholders in proportion to the amount of the stock held by each; and he received through Warren his share of the money so paid out. He now seeks to make the very act which he, as a stockholder, took part in bringing about, and in reaping the benefit of, the ground for charging Warren and other stockholders with personal liability upon a bill in equity under the St. of 1870, c. 224, §§ 39-43, for a debt due from the corporation to himself. This cannot be permitted. Bill dismissed.

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Gray, C. J.

A creditor who is also a stockholder of a corporation, and as such liable for its debts, is not entitled to the remedies afforded by statute to creditors against stockholders for the debts of the corporation. Thayer v. Union Tool Co. 4 Gray, 75. Potter v. Stevens Machine Co. ante, 592. The mere fact that the plaintiff was the equitable owner of shares might not indeed subject him to the liabilities or disabilities of a stockholder. Crease v. Babcock, 10 Met. 525. Johnson v. Somerville Dyeing & Bleaching Co. 15 Gray, 216.

• But this plaintiff, at the time of the commencement of the suit in which judgment was recovered against the corporation, was the absolute legal owner of eight shares; and even at the earlier period before the passage óf the vote on which this bill is founded, he was not only the equitable owner of these shares then standing in the name of Warren, but he was treated by the corporation, and acted, as the legal owner thereof, receiving notices of and attending meetings as a stockholder; he participated in the vote by which the whole cash assets of the corporation were withdrawn, and paid to the stockholders in proportion to the amount of the stock held by each; and he received through Warren his share of the money so paid out. He now seeks to make the very act which he, as a stockholder, took part in bringing about, and in reaping the benefit of, the ground for charging Warren and other stockholders with personal liability upon a bill in equity under the St. of 1870, c. 224, §§ 39-43, for a debt due from the corporation to himself. This cannot be permitted. Bill dismissed.

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Bluebook (online)

127 Mass. 595, 1879 Mass. LEXIS 149, Counsel Stack Legal Research, https://law.counselstack.com/opinion/thompson-v-bemis-paper-co-mass-1879.

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