230 HARVARD LAW REVIEW. The next attempt to enforce here the liability of a stockholder in a foreign corporation was made by a creditor of a New York corporation. An action in contract was brought under the pro- visions of the New York statutes, making the " trustees " of a company liable for its debts in case a report of the condition of the company was not filed within twenty days after January 1st in each year. The plaintiff was not permitted to recover.^ Two chief grounds were assigned for the decision : first, that the New York statute was penal in its character, and so could not be given extra-territorial operation nor enforced by comity; second, because the plaintiff's claim was outlawed under the terms of that statute, and the defendant's liability had ceased to exist in New York. The first reason given was based upon the decisions of the New York court construing the statute as a penal statute; but this construction seems to have been reversed by the later decisions of that court, and is at variance with the decisions of the United States Supreme Court.^ On that ground a different result might be anticipated to-day. The second reason given for the decision was conclusive in that case, as the plaintiff had not brought him- self within the terms of the remedy provided by the New York statute. In New Haven Horse Nail Co. v. Linden Spring Co.,^ the law of Connecticut was involved. A bill in equity was brought by a creditor of a Connecticut corporation against the corporation, as having its usual place of business in Boston, and against the in- dividual stockholders, who were all citizens of Massachusetts. The bill alleged that ** under the laws of Connecticut, according to the ordinary rules of equity, and independently of any statute, if a stockholder has not paid up the face value of his stock in full, he can, upon the insolvency of the corporation, be made personally and directly liable" to a creditor thereof This allegation was interpreted by the court to mean that the alleged obligations of the subscribers to stock is " independent of any statutory or penal liability which is expressed in terms." It is derived from the relation of the stockholder to the corpora- tion under the laws of Connecticut. ** It is of a peculiar character, involving the organic law by which the corporation is created, and 1 Halsey v. McLean, 12 Allen, 438. 2 Flash V. Conn, 109 U. S. 37X j Huntington v. Attrill, 146 U. S. 657.
- 142 Mass. 349.
