choate dower may be modified or abolished at the pleasure of the legislature. Heusen v. Moore, 104 Ill. 403; Barbour v. Barbour, 46 Me. 9; Weaver v. Gregg, 6 Ohio St. 547; Gwynne v. Cincinnati, 3 Ohio, 24; Noel v. Ewing, 9 Ind. 37; Strong v. Clem, 12 Ind, 37; Wiseman v. Beckwith, 90 Ind. 185; Lucas v. Sawyer, 17 Iowa, 517; Melizet's Appeal, 17 Penn. St. 449; Moore v. New York; 4 Sandf. 456; S. C. 8 N. Y. 110; Matter of Central Park Extension, 16 Abb. Pr. 56, 68; Morrison v. Rice, 35 Minn. 436. But see Royston v. Royston, 21 Ga. 161; Johnston v. Vandyke, 6 McLean, 422; Wheeler v. Kirtland, 27 N. J. Eq. 534; Moreau v. Ditchemendy, 18 Mo. 522; Williams v. Courtney, 77 Mo. 587; Kelly v. Harrison, 2 Johns. Cas. 29; Jackson v. Edwards, 22 Wend. 498, 513; S. C. 22 Wend. 519; Lawrence v. Miller, 1 Sandf. 416; S. C. 2 N. Y. 245; Simar v. Canaday, 53 N. Y. 298. If this view is correct, inchoate dower is not property within the provision of the constitu> tion that private property shall not be taken for public use without just compensation.

HUNTINGTON V. ATTRILL.

(Supreme Court of the United States, Dec. 12, 1892.)

1. STATUTORY LIABILITY OF STOCKHOLDERS, WHETHER PENAL. ACTION ON FOREIGN JUDGMENT. FEDERAL QUESTION. Plaintiff recovered a judgment in a court of New York against defendant upon his personal liability as a director and stockholder in a New York corporation, under the New York statute (Laws 1875, c. 611, §§ 21, 37); the grounds of liability being that defendant, as a director, made and filed a false certificate that the stock was fully paid in, (in which case the statute makes him personally liable for all the debts contracted by the corporation while he was an officer thereof), and that the debt was incurred before the stock was fully paid (in which case defendant, as a stockholder, was liable to the amount of his stock). Plaintiff thereafter brought a bill in a state court of Maryland to set aside an alleged fraudulent transfer of property by defendant, and to charge the same with the payment of the New York judgment. This case was taken to the court of appeals of Maryland, which decided against the plaintiff's claim upon the ground that the New York judgment was for a penalty under the New York statute, and therefore could not be enforced in Maryland. Held, that this decision involved the determination of the question, whether full faith and credit was given to the New York judgment, as required by the constitution and laws of the United States, and was reviewable by the federal supreme court.

2. IN SUIT ON FOREIGN JUDGMENT, THE ORIGINAL CAUSE OF ACTION MAY BE INQUIRED INTO. The essential nature and real foundation of a cause of action are not changed by recovering judgment upon it; and the technical rules which regard the original claim as merged in the judgment, and the judgment as implying a promise by the defendant to pay it, do not preclude the courts of another state, when the judgment is sought to be enforced therein, from ascertaining whether the claim is really of such a nature as those courts are authorized to enforce. Wisconsin v. Pelican Ins. Co., 8 Sup. Ct. Rep. 1370, 127 U S. 265, followed.

3. WHAT ARE " PENAL STATUTES" IN THE INTERSTATE OR INTERNATIONAL SENSE. The words "penal" and "penalty," in their strict and primary sense, denote a punishment, whether corporal or pecuniary, imposed and enforced by the state for a crime or offense against its laws, and "penal laws," strictly and properly, are those imposing punishment for an offense committed against the state, which the executive of the state has the power to pardon; and the expression does not include statutes which give a private action against a wrongdoer.

4. The question whether a statute of one state, which in some aspects may be called penal, is a penal law in the international sense, so that it cannot be enforced in the courts of another state, depends upon the question whether its purpose is to punish an offense against the public justice of the state, or to afford a private remedy to the person injured by the wrongful act.

5. STATUTES HELD NOT TO BE PENAL IN SUCH SENSE. Laws N. Y., 1875, ch. 611, §§ 21, 37, making the officers of a corporation liable for its debts in case they make any false certificate or report, and also, in the case of limited liability companies, rendering the stockholders liable to the full amount of the stock held by them, respectively, for all debts contracted by the company before the whole amount of capital stock has been paid in, is not a penal statute, in the international sense; so that a judgment recovered thereunder cannot be enforced in another state, and the decision of a court of another state that the judgment is not enforceable therein is a failure to give such judg ment the full faith and credit required by the constitution of the United States (article 4, § 1) and by Rev. St. § 905.

IN

error to the court of appeals of the state of Maryland.

John K. Cowen, E. J. D. Cross and II. L. Bond, for plaintiff in error. S. T. Wallis and Wm. A. Fisher, for defendant in error.

Mr. Justice Gray delivered the opinion of the court.

This was a bill in equity, filed March 21, 1888, in the circuit court of Baltimore city, by Collis P. Huntington, a resident of New York, against the Equitable Gaslight Company of Baltimore, a corporation of Maryland, and against Henry Y. Attrill, his wife and three daughters, all residents of Canada, to set aside a transfer of stock in that company made by him for their benefit and in fraud of his creditors, and to charge that stock with the payment of a judgment recovered by the plaintiff against him in the state of New York upon his liability as a director in a New York corporation, under the statute of New York of 1875 (chapter 611), the material provisions of which are copied in the margin.'

1 Sec. 21. If any certificate or report made, or public notice given, by the officers of any such corporation, shall be false in any material representation,

The bill alleged that on June 15, 1886, the plaintiff recovered, in the supreme court of the state of New York, in an action brought by him against Attrill on March 21, 1883, a judgment for the sum of $100,240, which had not been paid, secured or satisfied, and that the cause of action on which that judgment was recovered was as follows: On February 29, 1880, the Rockaway Beach Improvement Company, Limited, of which Attrill was an incorporator and a director, became a corporation under the law of New York, with a capital stock of $700,000. On June 15, 1880, the plaintiff lent that company the sum of $100,000, to be repaid on demand. On February 26, 1880, Attrill was elected one of the directors of the company, and accepted the office, and continued to act as a director until after January 29, 1881. On June 30, 1880, Attrill, as a director of the company, signed and made oath to, and caused to be recorded, as required by the law of New York, a certificate, which he knew to be false, stating that the whole of the capital stock of the corporation had been paid in, whereas in truth no part had been paid in, and by making such false certificate became liable, by the law of

all the officers who shall have signed the same shall be jointly and severally liable for all the debts of the corporation contracted while they are officers thereof.

*

Sec. 37. In limited liability companies, all the stockholders shall be severally individually liable to the creditors of the company in which they are stockholders, to an amount equal to the amount of stock held by them, respectively, for all debts and contracts made by such company, until the whole amount of capital stock fixed and limited by such company has been paid in, and a certificate thereof has been made and recorded as hereinafter prescribed. The capital stock of every such limited liability company shall be paid in, onehalf thereof within one year, and the other half thereof within two years, from the incorporation of said company, or such corporation shall be dissolved. The directors of every such company, within thirty days after the payment of the last installment of the capital stock, shall make a certificate stating the amount of the capital so paid in, which certificate shall be signed and sworn to by the president and a majority of the directors; and they shall, within the said thirty days, record the same in the office of the secretary of state, and of the county in which the principal business office of such corporation is situated.

Sec. 38. The dissolution, for any cause whatever, of any corporation created as aforesaid, shall not take away or impair any remedy given against such corporation, its stockholders or officers, for any liabilities, incurred previous to its dissolution.

New York, for all the debts of the company contracted before January 29, 1881, including its debt to the plaintiff. On March 8' 1882, by proceedings in a court of New York, the corporation was declared to be insolvent, and to have been so since July, 1880, and was dissolved. A duly exemplified copy of the record of that judgment was annexed to and made part of the bill.

The bill also alleged that "at the time of its dissolution, as aforesaid, the said company was indebted to the plaintiff and to other creditors to an amount far in excess of its assets; that by the law of the state of New York all the stockholders of the company were liable to pay all its debts, each to the amount of the stock held by him, and the defendant, Henry Y. Attrill, was liable at said date, and on April 14, 1882, as such stockholder, to the amount of $340,000, the amount of stock held by him, and was on both said dates also severally and directly liable, as a director, having signed the false report above mentioned, for all the debts of said company contracted between February 26, 1880, and January 29, 1881, which debts aggregate more than the whole value of the property owned by said Attrill." The bill further alleged that Attrill was in March, 1882, and had ever since remained, individually liable in a large amount over and above the debts for which he was liable as a stockholder and director in the company, and that he was insolvent, and had secreted and concealed all his property for the purpose of defrauding his creditors.

The bill then alleged that in April, 1882, Attrill acquired a large amount of stock in the Equitable Gaslight Company of Baltimore, and forthwith transferred into his own uame, as trustee for his wife, 1,000 shares of such stock, and as trustee for each of his three daughters, 250 shares of the same, without valuable consideration, and with intent to delay, hinder, and defraud his creditors, and especially with the intent to delay, hinder, and defraud this plaintiff of his lawful suits, damages, debts, and demands against Attrill, arising out of the cause of action on which the aforesaid judgment was recovered, and out of the plaintiff's claim against him as a stockholder; that the plaintiff in June, 1880, and ever since, was domiciled and resident in the state of New York, VOL. VII-27

and that from February, 1880, to December 6, 1884, Attrill was domiciled and resident in that state, and that his transfers of stock in the gas company were made in the city of New York, where the principal office of the company then was, and where all its transfers of stock were made; and that those transfers were, by the laws of New York, as well as by those of Maryland, fraudulent and void as against the creditors of Attrill, including the creditors of the Rockaway Company, and were fraudulent and void as against the plaintiff.

The bill further, by distinct allegations, averred that those transfers, unless set aside and annulled by a court of equity, would deprive the plaintiff of all his lrights and interests of every sort therein, to which he was entitled as a creditor of Attrill at the time when those fraudulent transfers were made, and "that the said fraudu lent transfers were wholly without legal consideration, were fraudulent and void, and should be set aside by a court of equity."

The bill prayed that the transfer of shares in the gas company be declared fraudulent and void, and executed for the purpose of defrauding the plaintiff out of his claim as existing creditor; that the certificates of those shares in the name of Attrill as trustee be ordered to be brought into court and canceled; and that the shares "be decreed to be subject to the claim of this plaintiff on the judgment aforesaid," and to be sold by a trustee appointed by the court, and new certificates issued by the gas company to the purchasers, and for further relief.

One of the daughters demurred to the bill because it showed that the plaintiff's claim was for the recovery of a penalty against Attrill arising under a statute of the state of New York, and because it did not state a case which entitled the plaintiff to any relief in a court of equity in the state ef Maryland.

By a stipulation of counsel, filed in the cause, it was agreed that, for the purposes of the demurrer, the bill should be treated as embodying the New York statute of June 21, 1875; and that the Rockaway Beach Improvement Company, Limited, was incorporated under the provisions of that statute.

The circuit court of Baltimore city overruled the demurrer. On appeal to the court of appeals of the state of Maryland, the order was reversed, and the bill dismissed. 70 Md. 191; 16 Atl. Rep. 651. The ground most prominently brought forward and most fully