§ 766.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. XIV. which they impose will not survive the death of the delinquent director, unless reduced to judgment before that event. 1 § 765. On the other hand there seems to be an increasing cur- rent of judicial opinion opposed to the view that statutes under which directors may become liable for the debts of the corpora- tion are penal in an " international sense," so that courts should decline to enforce them beyond the state enacting them. The leading case is Huntington v. Attrill, 2 in which the Federal Supreme Court held that a New York statute, by which direct- ors who sign a false certificate or report are made liable for the debts of the corporation, was not penal in the sense that it could not be enforced without the state. " As the statute imposes a burdensome liability on the officers for their wrongful act, it may well be considered penal, in the sense that it should be strictly construed. But as it gives a civil remedy, at the pri- vate suit of the creditor only, and measured b} r the amount of his debt, it is as to him clearly remedial." 3 Likewise in Neal v. Moultrie, 4 it was held that the liability, being created in favor of individuals, could not constitute a pen- alty. In Hargroves v. Chambers, 5 it was said that the liability of the directors would not be affected by the extinguishment of the debt as to the corporation ; which last is opposed to the Xew York case of Jones v. Barlow. 6 Some of these statutes certainly come near creating a liability sounding in contract. For instance, it would be hard to construe the following as creating a mere penalty : " If a bank shall become indebted be- yond the amount allowed .... the directors .... shall be liable for the excess in their private capacities, and an action in contract may, in such cases, be brought against them, or any of them ; their or any of their heirs, executors, or administrators, by any creditor of the bank ; or such creditor may have a rem- edy by a suit in equity." 7 § 766. There are finally a few statutes, falling properly under 1 Mitchell v. Hotchkiss, 48 Conn. See §771. 2 146 U. S. 657. 3 146 U. S. 676.
- 12 Ga. 104.
6 30 Ga. 580. 6 62 N. Y. 202. 762 7 General Stat, of Mass. 203, § 27. Statutes making directors liable for indebtedness in excess of the amount of capital stock are ceasing to be held penal. See Woolverton v. Taylor, 132 111. 197; Farr v. Briggs' Estate, 72 Vt. 225. Compare Lewis
