Strauss v. Heiss

Robinson, J., delivered the opinion of the Court. This suit is brought to enforce the personal liability of the appellee, as a stockholder of the Baltimore County Brewing, Malting and Distilling Company, for a debt due to the appellants by said corporation. In addition to the general issue plea, and a plea of the Statute of Limitations, the defendant filed a third plea, alleging that before the first of April, 1872, and before the plaintiffs' debt was contracted, he had fully paid to the said corporation, the whole amount of his subscription to the capital stock of the company. To this plea, the plaintiffs demurred, and upon joinder in demurrer, the Court overruled the demurrer and gave judgment for the defendant; the plaintiffs thereupon appealed. ²⁹⁴ Section 52 of Art. 26, of the Code, and section 59, of the Act of 1868, known as the General Corporation Law of this State, provide that: “All the stockholders of any such corporation shall he 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 capital stock limited and fixed by the corporation, shall have been paid in and a certificate thereof made and filed as prescribed in the following section of this Article.” The Act of 1872, chap. 325, however, makes a radical change in regard to the personal liability of stockholders, and by that Act it is provided that, “No stockholder shall be individually liable to the creditors of such corporation, except to the amount of his or their unpaid subscription to the capital stock.” This Act was approved April 1st, 1872.

As the plea therefore avers that the defendant had fully paid the whole amount of his subscription prior to April 1st, 1872, and before the plaintiffs’ debt was contracted, these facts under the Act of 1872, were a complete answer to the declaration, and the demurrer therefore was properly overruled. The appellants contend that the Act of 1872, chap. 325, does not apply to or cover this case:— 1st. Because there was approved on the saíne day, April 1st, 1872, another Act, being chap. 203 of the Acts of 1872, which purported also to repeal the same 59th sec. of the Act of 1868, by which said Act of 1872, chap. 203, the personal liability of stockholders continued until the whole capital stock of the corporation had been paid in. 2nd. Because the company was incorporated before the Act of 1868, and is not therefore affected by the provisions of that Act. ²⁹⁵ 3rd.

Because the Act of 1868, chap. Ml 1, is invalid, not having been passed in conformity with the provisions of the 29 th sec. of Art. 3, of the Constitution of this State. 1st. We have then two Acts, passed at the same session and approved on the same day, relating to the same subject-matter, and entirely inconsistent with and repugnant to each other, and the question is which of these two Acts is to he considered as the controlling and operative law. It is admitted that chap. 325, was passed subsequently to the passage of chap. 203; and though both were approved on the same day, it is hut fair to presume that chap. 325, was approved by the Governor later in the day, all the chapters from 203 to 325, having béen approved and signed by him in the interval.

We do not, however, rest our decision on this presumption, because it is well settled, that whenever a question arises in a Court of law, as to the existence of a statute or the time when it took effect, the Judges who are called on to decide the question, have a right to resort to any source of information, which in its nature is capable of conveying to the judicial mind a clear and