## Facts

- Massachusetts chartered the Andover and Medford Turnpike Corporation to build and maintain a turnpike road and authorized it to raise capital through share subscriptions.
- The charter empowered the corporation to levy assessments (calls) on shares to fund construction.
- For nonpayment, the charter provided a specific enforcement method: selling (or forfeiting) the delinquent shareholder’s share and applying proceeds to the unpaid assessments and costs.
- Abraham Gould signed a written subscription stating he was desirous of the road’s completion and agreed to take one share.
- Gould failed to pay assessments later levied on his share.
- The corporation did not proceed by selling Gould’s share; instead, it brought a common-law action to recover the unpaid assessments from Gould personally, asserting the subscription created an express or implied promise to pay.
- The trial court instructed that no express or implied personal promise to pay the calls had been shown beyond the charter remedy, and judgment entered for Gould.

## Issues

1. Whether a turnpike corporation may maintain a common-law action against a shareholder to collect unpaid assessments based on a share subscription.
2. Whether, where the charter provides a specific remedy (sale/forfeiture of shares) and the subscription lacks an express promise to pay calls, the statutory remedy is exclusive and no personal liability may be implied.

## Decision

- The Supreme Judicial Court of Massachusetts affirmed judgment for Gould.
- The court held the corporation could not maintain an ordinary action at law to recover unpaid assessments from Gould personally on this subscription.
- The court treated the charter’s sale/forfeiture remedy for nonpayment as controlling in the absence of an express (or clearly implied) personal undertaking to pay assessments.

## Legal Principles

- When a corporate charter defines both the obligation to pay assessments and a specific enforcement mechanism for nonpayment, the corporation is generally limited to that charter remedy unless a separate personal promise is proved.
- A subscription that merely states a subscriber’s desire for the project and agreement to take shares, without language promising to pay future calls, does not by itself establish personal liability in assumpsit for unpaid assessments.
- Courts will not imply broader personal liability for shareholders where the statutory scheme indicates enforcement through shareholder status and the disposition of shares rather than in personam collection.

## Conclusion

The court refused to impose personal liability for unpaid calls on a shareholder where the subscription did not expressly bind the subscriber to pay assessments and the charter supplied a specific enforcement method by selling or forfeiting delinquent shares.


Andover & Medford Turnpike Corp. v. Gould, 6 Mass. 40 (1809)