Booth v. Campbell

Brent, J., delivered the opinion of the Court. This case involves the individual liability of the appellant, as a stockholder in the'Chesapeake Steamboat Company, a corporation formed under the general corporation law of this State, (1868, ch. 471) for a debt contracted by the company before the whole amount of its capital stock was paid in (sec. 59). All errors in pleading have been waived by an agreement between the parties, and the case is to he’ tried, upon the facts offered in evidence, without regard to the state of pleadings. This company was incorporated on the 12th of May, 1868, with a capital of $22,000, and the appellant on the 28th of April, 1870, became a stockholder to the extent of $1,000.

On the 24th of May, 1870, a certificate was filed in the office of the Clerk of the Superior Court of Baltimore City, by which it appears that the whole amount of this capital stock had been subscribed and paid for. On the 11th of April, 1871, the stockholders determined to increase the capital stock, and it was accordingly increased to $45,000, and on the 27th of May following a certificate to that effect was duly recorded. Of the increased stock the appellant took $4,000, making the ⁵²⁶ whole amount of stock held by him $5,000, for which he has paid in full. The three promissory notes, which are the causes of action, are dated, one on the 14th of July, and the other two on the 14th' of September, 1871, and the suit was brought on the 10th of November of the same year.

After these facts had been offered at the trial, the appellant offered to give in evidence a certificate, duly executed and recorded, showing that the whole amount of the increased capital stock of the company had also been subscribed, and paid in as follows : $8,500 on the 28th of April 1871, $1,800 within one year from that date, and the balance, $12,700, within thirty days before the 14th of August 1872, the date of the certificate. This certificate was duly filed for record in the office of the Clerk of the Superior Court of Baltimore City on the day after its date. Upon objection made by the plaintiffs the Court refused to allow this certificate to go in evidence to the jury, and this refusal forms the subject matter of the first bill of exceptions. As no objection is taken- to the certificate upon any .ground of informality or other defect, the -sole question presented by the exception is, whether the liability of a stockholder under the 59th section of the Act of 1868, (supplement to the Code 1868, Art. 26,) for a debt of the company, contracted before the capital stock has been paid in, is terminated by the payment in of such capital stock, or continues after that event.

The section provides that “all the stockholders of any such corporation shall be severally and individually liable to the creditors of the corporation of which they are stockholders, to an amount equal to the amount of stock held by them respectively, for all debts and contracts made by the corporation, until the whole amount of the capital stock fixed and limited by the corporation shall have been paid in, and a certi ⁵²⁷ ficate thereof made and filed as prescribed in the following section of this article ; and the capital stock so fixed and limited shall all be paid in, one half thereof in one year, and the other half thereof in two years from and after the incorporation of said company, or such corporation shall be dissolved.” It is insisted by the appellees that the provision “until the whole amount, &c., shall have been paid in” refers to debts that may have been contracted, while on the part of the appellant it is claimed, that it has reference to the individual liability of the stockholder, and fixes a period when such liability is to cease. We think the construction contended for by the appellant is the proper one. In construing a statute the usual and ordinary meaning of words is to be adopted and followed, unless there exists a strong and controlling reason for giving them an unusual signification. The law before us was drafted and reported to the Legislature by a commission composed of very able gentlemen, and we must infer that in knowing the ordinary meaning of terms, they used such as were best calculated to indicate the purpose of the law.

The word until is not synonymous with the word before, and if the contingency mentioned in this section was intended to apply to debts, the expression used would have been, “for all debts and contracts made before the whole amount, &c.,” and not “until the whole amount of the capital stock, &c.” This view is strengthened by reference to the language used in section 64, where it is intended to make the