George B. Chase, Respondent v. Thomas Lord, Executors

Summary

The New York Court of Appeals reversed the judgment that held the stockholder personally liable for the corporation's debts, finding that the plaintiff failed to prove non‑compliance with the statutory capital requirements and that section 19 of the 1849 Insurance Act does not impose liability on stockholders. The Court held that only one certificate, as required by section 11, is sufficient to release stockholders from personal liability. Justice Earl's dissent argued that the liability provision applies only to trustees, corporators, and profit participants and therefore the judgment should be affirmed.