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THE GREEN BAG

corporation. That case will be considered tion is regarded as quasi contractual,1 but would be a bar in those jurisdictions where later. Class 2 we have already found to cover the liability is regarded as contractual. actions for unpaid subscriptions and actions But under all these classes of statutes a for excess statutory liability,1 except where still further question has to be considered, the remedy is in equity and there equity namely, when does the statute of limitations applies the statute of limitations which the begin to run? The answer to that question law court would apply. Where the right depends upon the question, when does the to enforce a stockholder's liability is barred creditor have a cause of action against the at law it is barred in equity.2 stockholder? In some jurisdictions, he has Class 3 would certainly seem on principle it eo instanti his claim against the corpora to cover stockholder's liability since "as a tion arises and there the statute begins to legal term liability signifies that condition run at once.2 But where the liability of the of affairs which gives rise to an obligation stockholder is for unpaid subscriptions there to do a particular thing to be enforced by is often no liability on his part against which action."3 Liability is a more comprehen the statute can run until after a call for the sive word than contract4 or than debt5 and by subscription has been made by the corpora itself is broad enough to include sharehold tion or by the court and, where there is no ers' liability." In a given statutory con such liability until then, the statute does text, however, it may appear that only con not begin to run until such call.* So where tractual liability is meant and if so the the dissolution of the corporation must pre stockholder's liability, if there regarded as cede liability, the statute does not begin to run until dissolution.4 So where the liabil quasi contractual, will not be covered.7 Class 4 presents no difficulties in view of ity is in excess of the subscription, but an what has gone before. Where the action assessment must be made, as under the is to recover unpaid subscriptions, such a national bank act, the statute does not begin statute would probably be a bar everywhere. to run until assessment.5 The stockholder's defense of the statute Where the action is to recover excess stat utory liability the statute would not be a of limitation may display various phases. bar in those jurisdictions where the obliga- For instance, where his liability to the cred itor is direct, he may interpose the plea of the statute in his favor to that liability. Or again, where his liability is for unpaid sub* See note i, supra. ' Hale v. Coffin, 120 Fed. 470; Kane v. Bloodgood, 7 Johns. Ch. (N. Y.) 90. Salt Lake City Bank v. Henderson, 40 N. J. L. 52. 4 Lattin v. Gillette, 95 Cal. 317, 318, 319. 1 Hill v. Graham, n Colo. App., 536, 544. R. R. Co. v. Clarke, 29 Pa. St., 146, 152. See Hill v. Graham, supra. 7 McClaine v. Rankin, 197 U. S. 154. A stock holder's liability is of course covered by the phrase "liability created by statute," McDonald v. Thompson, 184 U. S. 71; Hawkins v. Furnace Co., 40 Ohio St. 507, and by the term "liability created by law "; Hunt v. Ward, 99 Cal. 612.
 * Hcywood v. Shreve. 44 N. J. L. 94, 104; see
 * Willis v. Mabon, 48 Minn. 140; Pittsburg. etc.

1 McClaine v. Rankin, 197 U. S. 154. 1 i Cook on Corporations, 5th ed. $225, p. 482. Bank, 66 Kan. 524, and Cook T. Carpenter, 212 Pa. 165. Though the statute has started to run against one call, that does not make it begin to run against the whole subscription. Dorshcimcr v. Glenn, 51 Fed. 404; Priest u. Glenn. 51 Fed. 405. 4 Cottrell v. Manlove, 48 Kan. 405; West ». Topeka Savings Bank, supra; Gareshce v. Lewis, 93 Mo. 197. Yates, 95 Fed. 78.
 * i Cook on Corporations, 5th cd. §195. pp. 3848. For late cases see West v. Topeka Savings
 * De Weese v. Smith, 97 Fed. 309; Aldrich i'.