Enforcement Abroad of Stockholders or Directors Liability. 391 ways possible, as for instance, where the cor poration has been dissolved.1 But the im possibility of obtaining relief is no hardship of which the creditor has a right to complain. Since his right is entirely dependent upon the statutes of the State of charter, he is entitled to claim no more than that State grants. A stockholder's contingent liability can therefore be enforced in another State, if at all, only when the remedy provided by the .statute is such that it is capable of use in the other State. But it is doubtful whether such liability can be enforced by original action in a foreign State even if a suitable forrn of proceeding can there be found. "This court does not take jurisdiction of a suit to enforce this liability of stockholders in a foreign corporation, not because it would be a suit to enforce a penalty or a suit op posed to the policy of our laws, but because it is a suit against a foreign corporation which involves the relation between it and its stockholders, and in which complete justice .only can be done by the courts of the juris diction where the corporation was created."2 If the enforcement of the liability involves a determination of the internal affairs of the foreign corporation, clearly no action will lie; and it may well be held that an action which requires the parcelling out of corporation debts among the stockholders does involve such determination. It is accordingly held in most jurisdictions that where there is no direct and absolute obligation from the stockholder to the corporation or the credi tor no action will be allowed in a foreign State.3 1 Remington т. Samana Pay Co., 140 Mass. 494. 'Field, )., in Post r. Toledo, C. & S. I,. R. R. 144 Mass. 341, 345. 'Evans r. Nellis, 187 U. S. 271: State Nat. Bank т. Say ward.!6 Fed. 45; Klkhart National Bank v. North western 1-е an Co., 87 Fed. 252; New Haven H. N. Co. ?•. Linden Spring Co., 142 Mass. 349, 7 N. E. 773: Bank of Xorth America r. Rindge, 154 Mass. 203, 27 N. E. 1015; Coffing^. Dodge, 167 Mass. 231, 45 N. E.
It is sometimes asserted that the views of the courts are changing, that the doctrine just 'Stated is yielding to a more liberal view, and that today a creditor may pursue such a remedy in any State which can do justice be tween the parties.4 And there is indeed much ground for this opinion. In several jurisdictions successive suits founded upon the same statutory liability have been decided, the first against and the second in favor of the plain tiff.5 But the later case is in every case con sistent with the former; a direct liability of the individual stockholder to each creditor was not alleged in the earlier case, but was alleged and proved in the later case." If the stockholders' liability is penal, it can not be enforced in a foreign State; but the stockholder's liability, whether absolute or contingent, is usually an original one, and not penal upon any theory.7 III. The liability of a director is in almost every case direct and absolute. The creditor is entitled to sue the director as a party ab solutely liable for the debt, and to recover judgment without joining either the Corpora tion or the other directors. No difficulty oí procedure is involved, therefore, and if the liability is to be regarded as a contractual one there is no reason why recovery should 928; Crippen г: Laighton, 69 N. H. 540, 44 Atl. 538; Man-hall т. Sherman, 148 N. Y. 9,42 N. E. 419; Barnes v. Wheaton, 80 Hun, 8: Bank of Virginia?'. Adams, i Pars. Eq. 534; Bates v. Day, 198 Pa. 513, 48 Atl. 407; May v. Black, 77 Wis. 101; McLaughlin v. O'Neill, 7 Wyo. 187. 4 See this view well and vigorously expressed in Pfaff v. Gruen, 92 Mo. App. 560. 5 State Nat. Bank r. Sayward, 91 Fed. 443 and Hale v. Harden, 95 Fed. 747; Tuttle r. Nat. Bank of Repub lic, 161 Ill. 497, 44 N. E. 984 and Bell z>. Farwell. 176 Ill. 489, 52 N. E. 346; Coffing r. Dodge, 167 Mas«. 231, 45 N. E. 928, and Hancock Nat. Bank v. Ellis, 172 Mass. 39, 51 N. E. 207; Marshall v. Sherman, 148 N. Y. 9, 42 N. E. 419, and Howarih r. Angle, 162 N. Y. 179, 56 N. E. 489. 6 See, for instance, the language of the Court in Flash v. Conn, 109 U. S. 371, 380; Howarth r. Angle, 162 N. Y. 179, 189, 191. 7 Flash v. Conn, 109 U. S. 371.
