Page:Harvard Law Review Volume 10.djvu/254

228 HARVARD LAW REVIEW, LIABILITY OF MASSACHUSETTS STOCK- HOLDERS IN FOREIGN CORPORATIONS. THE liability of a Massachusetts stockholder, in a corporation organized in another State, to the creditors of the corpo- ration has been directly passed upon by the Supreme Court of Massachusetts in some half-dozen cases. It has been discussed in various dicta of as many more cases. The first and leading case is that of Erickson v. Nesmith,^ which came before this court in two different forms, and was subsequently brought before the Supreme Court of New Hampshire. A creditor of a corporation organized under the laws of New Hampshire sought to enforce a personal liability for debts of the corporation against a stockholder in Massachusetts, by an action of contract in the Massachusetts courts. The statute of New Hampshire creating the liability pre- scribes that " all legal proceedings hereafter commenced against any individual stockholder in any corporation in this State for the collection of a debt against said corporation shall be by a bill in chancery and not otherwise." The Massachusetts court, in sustaining a demurrer to the decla- ration, said that the laws of a foreign State operate here only by comity. Our courts " will not suffer foreign laws or statutes to work injury or injustice upon [our] own citizens, nor permit [our] tribunals to be used for the purpose of affording remedies which are denied to parties in the jurisdiction of the State that enacted the law. . . . The liability on which the present action is founded is created solely by the statutes of the State of New Hampshire." Subsequently the same plaintiff brought a bill in equity, in be- half of all creditors who wished to join, against the same defendant and any other Massachusetts stockholders, to enforce the same liability. The Massachusetts court sustained a demurrer to this bill also, for the reason that they had no jurisdiction that would reach such a corporation, out of this Commonwealth and having no assets here, or the creditors or stockholders residing elsewhere. The purpose of the statute was that the court should *' hear and adjust all conflicting questions as to the indebtedness of the cor- 1 15 Gray, 221 ; 4 Allen, 233; 46 N. H. 371.