de Raismes v. United States Lithograph Co.

Hotchkiss, J. (concurring):

I concur in the conclusion reached by Mr. Justice McLaughlin. Section 70 of the Stock Corporation Law (Consol. Laws, chap. 59; Laws of 1909, chap. 61) is extremely vague, and to interpret its meaning is little better than guesswork. In this \ situation I prefer to construe it in line with what I think the Legislature should have done to conform our statutes to what I conceive to be the better policy, which is to leave the liability of directors and stockholders to the organic law of the corpora- . tion, but to confine the remedy to the law of the forum. Such a construction is consistent with a homogeneous system, whereas a different one opens the door to as many kinds of liability as there may be States in which the corporation becomes domiciled. I express no doubt as to the power of the Legislature to admit a foreign corporation to do business in this State on terms which affect the liability of its directors and stockholders rather than such as relate to the mere operations of the corporation itself, but an intention so to do should be plainly expressed, and I ' prefer not to construe vague expressions as producing that result,