Page:Federal Reporter, 1st Series, Volume 5.djvu/423

 IN EE SOUTH MOUNTAIN CONSOLIDATED MININO 00. 411 �itors, may collect by suit from the delinquent stockholders an amount sufficient to pay the debts of this corporation up to the limit of the par value of the shares held by them. �The section just referred to limita his petSonal liabillc^ for the corporate debts incurred while he is stockholder tô such proportion of those debts as the riumber of shares owned by him bears to the whole numbers of shares of the capital stock. But, if he is personally liable on the assessment to be levied, he may be obliged, if he is the only solvent stockholder, to pay the whole amount of the indebtedness of the corporation, provided it does not exceed the fancif ul and exaggerated par value mentioned in the articles. �If, as in the case at bar, the •whole number of shares is 100,000, at $100 each, the stockholder who owns 1,000 shares is liable for one one-hundredth part of the debts. K the aggregate indebtedness is $100,000, he acquits himself of ail Personal liability by the payment of $1,000. But if he is liable to the amount of the par value of his stock, he may be compelled to pay $100,000. �Will it be contended that a stockholdey who has paid his fuU proportion of the debts incurred while he was a stock- holder would still remain personally liable to pay any assess- ment that may be levied, and that such a payment, whioh the statute declares shall relieve him from any further Per- sonal liability for such debts, and shall be a good defence in an action brought by a creditor, shall be unavailable in an action brought by an assignee in bankruptcy in behalf of creditors to collect an assessment levied for the payment of debts ? �It seems to me that such a position is wholly untenable. i conclude, therefore : First. That the stockholders of min- ing corporations, organized as the corporation in this case was formed, incurred no liability ex contractu, either express or implied, to pay in, either' for the prosecution of the enter- prise or the, payment oi t^lie debts of the company, the nomi- nal par value of their shares. Second. That unless they have Bubicribed for stock, or are the ariccessors of subscribers, ����