Opinion
May 4, 1905.
PRESENT: Douglas, C.J., Dubois and Blodgett, JJ.
(1) Stockholder's Liability. Judgment Creditors. The remedy given by Gen. Laws cap. 180, § 22, to enforce the liability of a stockholder can only be exercised by a judgment creditor of the corporation. Andrews v. O'Reilly, 25 R.I. 231, distinguished.
BILL IN EQUITY to enforce liability of a stockholder under Gen. Laws cap. 180, § 22. Heard on demurrer to amended bill, and demurrer sustained.
Irving Champlin and Richard E. Johnston, for complainant.
Littlefield Barrows, for respondent.
The fifth ground of demurrer must be sustained. The statute only gives an action against the stockholder to a judgment creditor of the corporation. Gen. Laws cap. 180, § 22. The court said in Kilton, Warren Co., v. Providence Tool Co., 22 R.I. 605: "The second clause of the section clearly implies that the judgment against the corporation shall precede the action or suit against the stockholders." See also Fourth National Bank of New York v. Francklyn, 120 U.S. 747.
The case of Andrews v. O'Reilly, 25 R.I. 231, was brought by a judgment creditor, and the question was whether he must not only have obtained a judgment against the corporation but likewise have levied or attempted to levy his execution thereon before he could proceed against the stockholder. The court did not decide that judgment against the corporation was unnecessary, and no such contention was made in the argument.
This ground of demurrer is decisive of the whole case, and we need not consider the other objections which affect the formal sufficiency of the complainant's statement of his case.