be enforced by the courts of another state against a stockholder who was not a party to the original proceedings, where the complaint in the receiver's action shows that the corporation belongs to a class whose stockholders are expressly exempted from personal liability by the constitution of the state under whose laws the corporation was formed.32 Decrees in the original sequestration suit determining the amount of the outstanding claims against the corporation and when they arose are admissible in an action by the receiver against a former stockholder to show that there are debts remaining unpaid which antedated his transfer of his stock.33 § 4238. Application of the statute of limitations-General principles. A constitutional provision declaring the liability of stockholders is always subject to reasonable statutory limitations of the time within which it may be enforced, unless otherwise declared in the constitution itself.34 The statute imposing individual liability upon stockholders sometimes expressly provides that an action to enforce the same shall be brought within a certain time, instead of leaving such actions subject to the general statute of limitations.35 Hale v. Hardon, 95 Fed. 747, rev'g the See also §§ 4236, 4120, 4130, supra. 32 Under such circumstances court making the assessment was without jurisdiction. The fact that it thought it had jurisdiction is not conclusive on the courts of another state. Marin v. Augedahl, 32 N. D. 536, 156 N. W. 101. 33 The stockholder is represented by the corporation in such proceedings. Selig v. Hamilton, 234 U. S. 652, 58 L. Ed. 1518, Ann. Cas. 1917 A 104. 34 Hunt v. Ward, 99 Cal. 612, 37 Am. St. Rep. 87, 34 Pac. 335. A statute providing that actions to enforce the personal liability of stockholders for corporate debts must be brought within three years is not in conflict with a constitutional provi sion that each stockholder shall be liable for a proportionate amount of corporate debts contracted while he is a stockholder. Santa Rosa Nat. Bank v. Barnett, 125 Cal. 407, 58 Pac. 85. 35 Illinois. Baker v. Backus' Adm'r, 32 Ill. 99. Maine. Lovegrove v. Brown, 60 Me. 592; Ingalls v. Cole, 47 Me. 530. Missouri. Perry v. Turner, 55 Mo. 418; Hauser v. Thompson, 56 Mo. App. 85. New York. Hollingshead v. Woodward, 107 N. Y. 96, 13 N. E. 621; Handy v. Draper, 89 N. Y. 334; King v. Duncan, 38 Hun 461. South Carolina. Parker v. Carolina Sav. Bank, 53 S. C. 583, 69 Am. St. Rep. 888, 31 S. E. 673. A special statute of limitations governing actions to enforce liabilities arising under statutes and acts of incorporation is to be considered as entering into a subsequent act of in When the statute does not prescribe any special limitation, the general statute of limitations applies, and the nature of the liability and of the action will determine what clause or section of the statute corporation, unless excluded, and governs actions to enforce the liability of stockholders thereunder. Brunswick Terminal Co. v. National Bank of Baltimore, 99 Fed. 635, 48 L. R. A. 625, rev'g judgment 88 Fed. 607. The California statute provides that actions against stockholders of a corporation to enforce a liability created by law must be brought within three years after the liability was created, and the constitutional liability of stockholders is held to be a liability created by law within the meaning of this provision. Royal Trust Co. v. MacBean, 168 Cal. 642, 144 Pac. 139; Gardiner v. Royer, 167 Cal. 238, 139 Pac. 75; Jones v. Goldtree Bros. Co., 142 Cal. 383, 77 Pac. 939; Goodall v. Jack, 127 Cal. 258, 59 Pac. 575; Hunt v. Ward, 99 Cal. 612, 37 Am. St. Rep. 87, 34 Pac. 335; Moore v. Boyd, 74 Cal. 167, 15 Pac. 670; Green v. Beckman, 59 Cal. 545; Johnson v. Hinkel, 29 Cal. App. 78, 154 Pac. 487; Cutting v. Oliphant, 27 Cal. App. 120, 148 Pac. 940; O'Neill v. Quarnstrom, 6 Cal. App. 469, 92 Pac. 391. This provision applies to an action in California to enforce the statutory liability of a stockholder in a Kansas national bank. King v. Armstrong, 9 Cal. App. 368, 99 Pac. 527. And to an action to enforce the liability of stockholders of a Canadian bank, under the Canada Bank Act, for an amount equal to the par value of the shares held by them. Royal Trust Co. v. MacBean, 168 Cal. 642, 144 Pac. 139. The Georgia Act of 1869 required all suits for the enforcement of rights accruing to individuals under acts of incorporation, which accrued prior to June 1, 1865, and not barred at the time of the passage of the act, to be brought by January 1, 1870. See Mills v. Scott, 99 U. S. 25, 25 L. Ed. 294; Terry v. Tubman, 92 U. S. 156, 23 L. Ed. 537; Stone v. Davidson, 56 Ga. 179. The provision of sec. 59 of the New York Stock Corporation Law that no action shall be brought against a stockholder for any debt of the corporation unless brought within two years from the time he shall have ceased to be a stockholder, applies to all stock corporations, including banking corporations. Smith v. Quale, 86 N. Y. Misc. 259, 148 N. Y. Supp. 448. But it does not apply to an action by a receiver of a foreign corporation, appointed in the latter's domicile, to enforce a stockholder's statutory liability, but the action is governed by § 382 of the code governing actions upon contracts or upon liabilities created by statute. Bernheimer v. Converse, 206 U. S. 516, 51 L. Ed. 1163. Under the North Carolina statute continuing the existence of defunct corporations for three years after the expiration of their charters for the purpose of bringing and defending suits and closing their general business, a creditor's failure to proceed in that time is a complete defense, not only to the corporation, but also to the stockholders who are made by its charter individually responsible in the event of its insolvency. Von Glahn v. De Rosset, 81 N. C. 467. Ohio Act of April 29, 1902, 95 Ohio Laws, p. 312, Page & Adams Anu. Code, § 8688, provides that "an action upon the liability of stockholders can only be brought within 18 months after the debt or obligation shall become enforceable against stock is applicable. If the liability is primary and directly to the individual creditors, so that the stockholders may be sued as soon as the corporation may be sued, the same statute applies in an action to enforce holders." Irvine v. Baker, 225 Fed. 834; Irvine v. McCoy, 16 Ohio N. P. (N. S.) 481, certiorari denied. This provision does not affect actions pending at the time of its adop tion, and hence does not apply to an action by a receiver on an assessment levied in an action commenced prior to its adoption. Irvine v. McCoy, 16 Ohio N. P. (N. S.) 481, certiorari denied; Blackburn v. Irvine, 205 Fed. 217, aff'g 198 Fed. 360. It has been held that this provision applies only to the parent suit in which the assessment against stockholders is declared, and not to an action by a receiver to enforce the assessment against an individual stockholder. Irvine v. McCoy, 16 Ohio N. P. (N. S.) 481, certiorari denied; Irvine v. Baker, 225 Fed. 834. In Shipman v. Treadwell, 208 N. Y. 404, 102 N. E. 634, aff'g 150 N. Y. App. Div. 57, 133 N. Y. Supp. 970, rehearing denied 209 N. Y. 545, 102 N. E. 1113, the New York Court of Appeals held that this provision applied to an action brought in New York by a receiver of an Ohio corporation after its enactment to enforce an assessment levied before its enactment. The court distinguishes Blackburn v. Irvine, supra, on the ground that the defense there was that the parent action in Ohio was barred. Common Pleas Court, and follows the holding in the latter case, and that the conflict between these two cases was relied on in applying to the Supreme Court of Ohio for a writ of certiorari to review the holding of the Court of Appeals, which application was denied. South Carolina Code Civ. Proc. 1912, § 156, requires actions against stockholders of a moneyed corporation, or banking associations, to enforce a liability created by law to be brought within six years after the liability is created, unless otherwise provided in the law under which the corporation is organized. Grice v. Anderson, S. C., 96 S. E. 222; Parker v. Carolina Sav. Bank, 53 S. C. 583, 69 Am. St. Rep. 888, 31 S. E. 673. In Irvine v. Baker, supra, it is pointed out that Shipman v. Treadwell was decided before Irvine v. McCoy, and that the New York court did not have the Ohio case before it when making its decision. Attention is also called to the fact that the Ohio Court of Appeals cites both Shipman v. Treadwell and Blackburn v. Irvine in its opinion (16 Ohio N. P. (N. S.) 481), affirming the judgment of the a stockholder's liability as would apply in an action against the corporation to enforce the debt.36 If the liability is penal in its nature,31 an action to enforce the same is governed, according to the better opinion, by the clause of the statute limiting the time for bringing -an action to recover or enforce a penalty; 38 or, in some states, by the statute relating to actions of debt on a specialty.39 If the liability is contractual in its nature,40 and there is no clause of the statute which applies specially, an action to enforce the liability is governed by the limitation prescribed for actions on contracts, or by the limitation liable for corporate debts to double the amount of stock held or owned by him, and for three months after giving notice of a transfer of his stock, merely makes a stockholder liable to the extent named for all debts contracted while he owns stock, and for all contracted during the three months following notice of a transfer of his stock, and does not require that an action shall be brought to enforce his liability within three months after notice of a transfer. Hull v. Burtis, 90 Ill. 213; Fuller v. Ledden, 87 Ill. 310. As to the constitutionality of changes in the statute of limitations, see § 4243, infra. 36 Where the liability of the stockholder is primary and directly to the individual creditors, so that they may be sued as soon as the corporation may be sued, the same statute applies in an action to enforce a stockholder's liability as would apply in an action against the corporation to enforce the debt. Schalucky v. Field, 124 Ill. 617, 7 Am. St. Rep. 399, 16 N. E. 904. 37 See § 4176, supra. 38 Gridley v. Barnes, 103 Ill. 211; Lawler v. Burt, 7 Ohio St. 340. Compare, however, Nebraska Nat. Bank v. Walsh, 68 Ark. 433, 82 Am. St. Rep. 301, 59 S. W. 952. The cases of Howell v. Roberts, 29 Neb. 483, 45 N. W. 923, and Coy v. Jones, 30 Neb. 798, 10 L. R. A. 659, 47 N. W. 208, which were to the con trary, have been overruled by Globe Pub. Co. v. State Bank, 41 Neb. 175. See also § 2701, supra. 39 The Rhode Island statute relative to suits founded on penal statutes relates only to penal statutes strictly and properly so called, that is statutes imposing penalties for some violation of public right, and does not apply to an action to enforce the statutory liability of stockholders for debts contracted by the corporation before the full amount of the capital stock is paid in, and a certificate thereof recorded. Such an action is governed by the statute which allows 20 years for bringing an action of debt on a specialty. Kilton v. Providence Tool Co., 22 R. I. 605, 48 Atl. 1039. 40 See § 4176, supra. 41 Carrol v. Green, 92 U. S. 509, 23 L. Ed. 738; Ramsden v. Knowles, 151 Fed. 721, 10 L. R. A. (N. S.) 897, 151 Fed. 718; Brunswick Terminal Co. v. National Bank of Baltimore, 99 Fed. 635; Id., 88 Fed. 607; Dexter v. Edmands, 89 Fed. 467; Hutchings v. Lampson, 82 Fed. 960; Wiles v. Suydam, 64 N. Y. 173; Merchants' Bank of New Haven v. Bliss, 35 N. Y. 412, 21 How. Pr. 366, 1 Rob. 401; Corning v. McCullough, 1 N. Y. 47, 49 Am. Dec. 287; Lawler v. Walker, 18 Ohio 151; Terry v. Calnan, 13 S. C. 220. Such an action is within the Pennsylvania statute governing actions on contract without specialty. Little v. Kohn, 185 Fed. 295. prescribed for actions on a liability created by statute other than a forfeiture or penalty,22 or a liability created by law, or suits for the An action of debt under such a statute has been held to be within a section of the statute relating to "actions of debt grounded upon any lending or contract without specialty." Carrol v. Green, 92 U. S. 509, 23 L. Ed. 738; Terry v. Calnan, 13 S. C. 220. But see Andrews v. Bacon, 38 Fed. 777; Bullard v. Bell, 1 Mason 243, Fed. Cas. No. 2,121; Atwood v. Rhode Island Agr. Bank, 1 R. I. 376. An action against a stockholder to enforce his statutory liability, when the liability is contractual in its nature, is not within a section of the statute limiting the time for commencing an action "upon any statute, made or to be made, for any forfeiture or cause, the benefit and suit whereof is limited to the party aggrieved." Corning v. McCullough, 1 N. Y. 47, 49 Am. Dec. 287 (in effect overruling Freeland v. McCullough, 1 Den. 414, 43 Am. Dec. 685, and, on this point, Van Hook v. Whitlock, 2 Edw. Ch. 304, 3 Paige 409, and explaining the decision on appeal in the latter case in 26 Wend. 43, 37 Am. Dec. 246). 42 Colorado. The liability of the stockholders of a Colorado bank is one created by statute. Miller v. Lane, 160 Cal. 90, 116 Pac. 58. Kansas. Abernathy v. Loftus, 95 Kan. 87, 147 Pac. 818; First Nat. Bank of Atchison v. King, 60 Kan. 733, 57 Pac. 952; Cottrell v. Manlove, 58 Kan. 405, 49 Pac. 519; Schwartz v. Loftus, 216 Fed. 320; Hobbs v. National Bank of Commerce of Kansas City, Missouri, 96 Fed. 396. Missouri. Miller v. Connor, 177 Mơ. App. 630, 160 S. W. 582. New York. An action to enforce the statutory liability of a moneyed corporation is governed by N. Y. Code Civ. Proc. § 394, requiring an action 43 against a stockholder of a moneyed corporation or banking association to enforce a liability created by the common law or by statute" to be brought within three years after the cause of action accrues. Platt v. Wilmot, 193 U. S. 602, 48 L. Ed. 809; Whitman v. Atkinson, 130 Fed. 759; Hilliker v. Hale, 117 Fed. 220; Hobis v. National Bank of Commerce of Kansas City, Missouri, 96 Fed. 396; Leighton v. Leighton Lea Ass'n, 145 App. Div. 255, 130 N. Y. Supp. 935; Id., 74 Misc. 229, 131 N. Y. Supp. 561. See also Bernheimer v. Converse, 206 U. S. 516, 51 L. Ed. 1163; Smith v. Quale, 86 Misc. 259, 148 N. Y. Supp. 448. A moneyed corpora tion within the meaning of this provision is one having banking powers, or having power to make loans upon pledges or deposits, or authorized to make insurances. Platt v. Wilmot, 193 U. S. 602, 48 L. Ed. 809. This provision applies to an action to enforce the liability of a stockholder of a national bank. Beckham v. Hague, 38 Misc. 606, 78 N. Y. Supp. 79, aff'd 80 App. Div. 626, 80 N. Y. Supp. 1129. Ohio. Hawkins v. Iron Valley Furnace Co., 40 Ohio St. 507; Blackburn v. Irvine, 205 Fed. 217, aff'g 198 Fed. 360; Shipman v. Treadwell, 208 N. Y. 404, 102 N. E. 634, aff'g 150 N. Y. App. Div. 57, 133 N. Y. Supp. 970, rehearing denied 209 N. Y. 545, 102 N. E. 1113. And see Barrick v. Gifford, 47 Ohio St. 180, 21 Am. St. Rep. 798, 24 N. E. 259; Davis v. Stewart, 26 Ohio St. 643. 43 Hobbs v. National Bank of Commerce of Kansas City, Missouri, 96 Fed. 396. The California statute provides that actions against stockholders of a corporation to enforce a liability created by law must be brought within three |