holder as to the existence of the debt.1 A stockholder who was not actually before the foreign court may, however, show that tht alleged debt was ultra vires.2 But where the liability created by the statute is neither a direct liability nor an absolute obligation to any individ ual creditor, but a contingent liability which can be enforced only by some particular form of procedure, the liability cannot be enforced in another State, at least unless the latter State can provide some process suitable for the purpose.3 For the particular result attained by the method provided in the State of charter must be at tained in the foreign State, if the stockholder can be held there at all. No one can or ought to be held on his stockholder's lia bility in any other way.* It is often provided, for instance, in the State of charter (either by the statute itself or by the common law) that the stockholders shall be reached by a creditors' bill in equity, in which all creditors may join, and to which all the stockholders and the corporation it self must be parties. Where such is the law of the charter State, a stockholder in a for eign jurisdiction may be reached neither by an action at law there5 nor even ordinarily by a creditors' bill there, since the corpora tion and the other stockholders cannot he reached.8 "American Nat. Bank r. Supplée, 115 Fed. 657; Howarth :. Lombard, 175 Mass. 570, 56 N. E. 888; Straw Xc. Mfg. Co. r. Kilbonrne. So Minn. 125, 83 N. W. 36; Elderkin v. Peterson, 8 Wash 674. ' Ward v. Joslin, 186 U. S. 142. 3 Russell v. Рас. Ry., 113 Cal. 258, 45 Рас. 323; Yonng г: Farwell, 139 Ill. 326, 28 N. E. 843; Tuttle v. Bank of Republic, 161 Ill. 497, 44 N. E. 984; Lowry г: Inman, 46 N. Y. 119; Marshall r. Sherman, 148 N. Y. 9, 42 N. E. 419; Nimick v. Mingo Iron Works Co., 25 W. Va. 184; Finney г.. Guy, in Wis. 296, 87 N. W. 255; May fc. Black, 77 Wis. ¡01, 45 N. W. 949. 4 Pollard г: Bailey, 20 Wall. 520, 527; Fowler v. Lamson, 146 Ill. 472; Remington v. Samana Bay Co., 140Mass. 494; Rice v. Hosiery Co., 56 N. If. 114; Howarth v. Angle, 162 N. Y. 179, 56 N. E. 489: and cases cited in the preceding note. 5 Erickson г: Nesmith, 15 Gray 221. 6 Erickson v. Nesmith, 4 Allen 233.
"We have no jurisdiction that will reach such corporation out of this commonwealth, and having no assets here, and the same is true of the stockholders residing in New Hampshire. A bill in equity in Massachustts is therefor not the remedy intended to be prescribed by the statute of New Hamp shire creating and regulating the liability of stockholders in a manufacturing corporation in New Hampshire. It is urged on the part of the plaintiffs that great practical evil may result from thus refusing to charge a party here who is an actual stockholder of a cor poration in New Hampshire, but who resides without its limits. To this it .may be replied, that it would be a much more serious evil to hold that the whole matter of winding up the concerns of a bankrupt corporation of New Hampshire, ascertaining who are its creditors, who its stockholders, what is the amount of its assets, and how are the same to be distributed, should be transferred to the jurisdiction of Massachusetts by reason of the residence here of a single member of such corporation. There seems to be no practical mode of dealing with such corpora tion and its members, when seeking to charge the latter upon their statute liability, but to proceed in the manner prescribed by the statute creating such liability, and in the local jurisdiction where the corporation was established and carries on its business, and by whose local statutes alone the liability exists."7 In most cases it will be possible to obtain relief by proceeding in the State of charter, since the courts there have jurisdiction over the corporation and for this purpose, at least, over all the stockholders; and a judgment having been obtained in that State proceed ings upon the judgment may then be brought in the stockholders' State.8 This is not al 7 Dewey, J. in Erickson v. Nesmith, 4 Allen 233. ' Broadway Nat. Bank r. Baker, 176 Mass. 294, 57 N. E. 603; Tompkins v. Blake, 70 N. H. 584, 49 Atl. II i.
