There are some statutes which make officers liable for debts of the corporation. Such a liability is penal in its nature, to some extent, and does not arise out of contract.1 But it will be enforced in another state.2 The liability created is joint, and a director is liable even though he dissented.3 For the same reason a release of one director liable releases all.4 But the creditor need not join the personal representative of a deceased director,5 and need only join in the suit those who can be reached by process.6 In such case the action of debt lies against the officer.7 The officer liable cannot anticipate the creditor by buying up claims against the bank, since they are not proper matters of set-off, although it is held in one case that a claim against the bank by an officer can be set off by a claim against him for negligence.8

1 Schultz v. Christman, 6 Mo. App. 338.

2 Butterworth v. O'Brien, 39 Barb. 192. And see Sec. 79, ante, notes 3, 4 and 5.

3 Bank of Niagara v. Johnson, 8 Wend. 645.

4 Van Dyck v. McQuade, 45 N. Y. Super. Ct. 620.

5 Jones v. Johnson, 86 Ky. 530, is a case of gross misapprehension of the liability of officers either tc stockholders or to creditors.

6 Warren v. Fake, 19 How. Pr. 430.

7 See O'Brien v. Fitzgerald, 143 N. Y. 347.

8 Smith v. Rathbun, 22 Hun, 150.

9 Kimball v. Ives, 30 Hun, 568.

10 Williams v. Halliard, 14 Atl R. 880.