David Josiah Brewer

“ How, then, can it be contended that a provision in a charter that the corporation thus chartered shall assume all the liabilities imposed by a general statute upon corporations carries with it a further provision of such general statute that the officers of corporations also assume, under certain conditions, the liabilities of the corporation? Does one by becoming an officer of a corporation assume all the liabilities resting upon the corporation? Is not his liability of a distinct and independent character and dependent upon other principles? ”

“ We are asked to enforce a statute of a state penal in its character, so far, at least, as the trustee is concerned, and therefore to be strictly construed, in a case in which its highest court rules that it ought not to be enforced. To the question as thus stated it would seem that there should be but one answer, and that the rulings of the highest court of a state as to liability under such a statute ought to be recognized in every court as at least most persuasive. ”

“ The opinion expressly says that 'a stockholder is not liable for the general debts of the corporation, if the statute creating it has been complied with.' The term 'corporation' does not include stockholders, and a statute imposing a liability upon the corporation does not thereby impose the same upon the stockholders. ”