Thomas v. Matthiessen, 232 U.S. 221 (1914)

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Thomas v. Matthiessen

No. 171

Argued January 19, 1914
Decided February 2, 1914
232 U.S. 221

CERTIORARI TO THE CIRCUIT COURT OF APPEALS

FOR THE SECOND CIRCUIT

Syllabus

While a corporation cannot, without authority from the stockholders, make them answerable in a way not contemplated by the charter, a provision in the charter of a corporation organized in one state authorizing it to do business in another state may subject the stockholders to the liability imposed in the latter state, notwithstanding there are other provisions in the charter exempting stockholders from liability for debts of the corporation.

Stockholders of a corporation organized in one state under a charter expressly authorizing it to do business in another state create the corporation their agent for the making of contracts within the latter state in accordance with its laws.

Stockholders of a corporation organized in Arizona under a charter which expressly authorized the corporation to do business in California held, in this case, subject to the liability imposed by § 322, Civil Code of the latter state.

Under the laws of California, a stockholder is liable for his proportion of the debts of the corporation as a principal, and not as a surety; nor in this case was he relieved of liability on notes held by a bank which had deposits to the credit of the corporation and did not apply the same to payment of the notes.

192 F. 495 reversed.

The facts, which involve the liability under the laws of California of a stockholder of a corporation organized in Arizona for the purpose of carrying on business in California, are stated in the opinion.