Page:Federal Reporter, 1st Series, Volume 3.djvu/750

MORLEY V. THAYER. 743 �itor shall first establish Lis claim against the party originally liable before proceeding against the stockholder. Prior judg- ment against the corporation is a condition precedent under section 32 ; but, inasmuch as cases might arise in which judg- ment against the corporation could not be obtained, the legis- lature provided that where the corporation is dissolved in the modes set forth in the subsequent section, the creditor may bring a suit against any person, or persons, who were stock- bolders at the time of such dissolution, without joining the corporation in such suit; the provision being that no stock- holder shall be liable to pay the debts of the corporation beyond the amount due on his stock, and an additional amount equal to the stock which he owns. State St. 201. Taken together, the two sections, when properly construed, provide, in effect, that so long as the corporation exists, the stock- holders shall only be charged in a Judgment against the cor- poration to the extent of his liability for its debts ; that when the corporation has ceased to exist, so that such a judgment cannot be obtained, the suit may be brought directly against the stockholder to recover the amount for which he is therein made liable. Judgment must first be obtained against the corporation, unless it has been dissolved -within the meaning of the state statute, whose language seems to be plain and unambiguous. Neither non-use of the franchise, nor failure to hold meetings, nor to elect officers, nor the pendency of bankruptcy proceedings, will bave the effect to dissolve a cor- poration, or to take away or suspend the right to sue and obtain judgment. Kev. St. § 5122. Express provision is made in the bankrupt act that no allowance or discharge of a corporation shall be granted to any corporation, or joint stock Company, or to any officer or member thereof. Chimney Go. V. Brass or Gopper Co. 91 U. S. 656, 665 ; Revere -V.Boston Cop- ier Go. 15 Pick. 351, 369 ; Goburn v. Paper Co. 10 Gray, 243; Chamherlain v. Manufg Co. 118 Mass. 532, 536; Bradt v. Ben- edict, 17 N. Y. 93. It does not foUow that a corporation is dis- solved by the sale of its visible and tangible property for the payment of debts, or by the temporary suspension of its busi- ness, so long as it has the moral and legal capacity to increase ����