Summary

Oliver Wendell Holmes, Jr. Flink v. Paladini — Opinion of the Court

He sued the corporation and also the respondents, the stockholders of the same, seeking to hold the latter liable under the Constitution of the State, article 12, § 3, and the Civil Code, § 322, which provide that each stockholder shall be individually and personally liable for such proportion of all its debts and liabilities contracted during the time he was a stockholder, as the amount of stock owned by him bears to the whole of the subscribed capital stock.
Source: Wikisource

Oliver Wendell Holmes, Jr. Flink v. Paladini — Opinion of the Court

The purpose of the act of Congress was 'to encourage investment by exempting the investor from loss in excess of the fund he is willing to risk in the enterprise.' (C. C. A.) 26 F. (2d) 24; Richardson v. Harmon, 222 U.S. 96, 103, 32 S.C.t. 27, 56 L. Ed. 110; Hartford Accident & Indemnity Co. v. Southern Pacific Co., 273 U.S. 207, 214, 47 S.C.t. 357, 71 L. Ed. 612. For this purpose no rational distinction can be taken between several persons owning shares in a vessel directly and making the same division by putting the title in a corporation and distributing the corporate stock.
Source: Wikisource

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