The statutory liability of stockholders involved in the case of Brown v. Hitchcock, arises under section 78 of the act of May 1, 1852, to provide for the creation and regulation of incorporated companies (S. & C. 310); the liability in the other two eases arises under section 8 of the act of April 10, 1861, to provide for and regulate street railroad companies (S. & S. 136).

The first question arising for determination is, when does such liability attach in favor of creditors ?

It was held, in Wright v. McCormack (17 Ohio St. 86), that the liability “ is not a primary resource or fund for the payment of the debts of the corporation; but is collateral and *677conditional to the principal obligation which rests on the corporation, and is to be resorted to by the creditors only in case of the insolvency of the corporation, or where payment cannot be enforced by ordinary process.”

The question whether the individual or personal liability of stockholders attached in favor of creditors at the time the debt was contracted, or the' liability incurred by the corporation, did not arise in that case. Nor would it be a material inquiry in any case where there was no change in the stockholders from the time of the incurring of the liability by the corporation, tq the enforcement of the personal liability of the stockholders.

The conditional character of the liability spoken of in the ease referred to has reference to the condition to which its enforcement by creditors is subject, and is not intended to in-r dicate that its taking effect as an obligation in favor of creditors is conditional or contingent. The condition to which the liability is subject is, that it is not available to creditors, as a security, until they are unable to obtain payment of theii? demands from the corporation. ¡

The question now is, when does this individual or personal-liability of stockholders to creditors, as a security, in addition, to the liability of the corporation, take effect í not, when may it be resorted to by creditors to obtain payment of their, demands ? ;

. The constitution, in providing for the creation of corpora^ tions by the general assembly, prescribes, as a condition tq, their creation, that the creditors of such corporations, in addition to the liability of the corporation, shall be secured by the individual liability of the stockholders. The constitutional provision is as follows :• — “ Dues from corporations shall be se-; cured by such individual liability of the stockholders, and other^ means, as may be prescribed by law; but in all cases, each, stockholder shall be liable, over and above the stock by him ois her owned, and any amount unpaid thereon, to a further ¡sumí at least equal in amount to such stock.” Art. 13, § 3. , ,

The corporation act of May 1, 1852, above referred to,- was; the first act passed on the subject of corporations aftqr the-adoption of the constitution. Section 78, as amended .April, *67817, 1854, was intended to carry the constitutional provisino into operation. The section is as follows: “ All stockholders of any railroad, turnpike or plank-road, magnetic telegraph or bridge company, or any joint-stock company organized under the provisions of this act, shall be deemed and held liable to an amount equal to their stock subscribed, in addition to said stock, for the pwrpose of seorwring the creditors of such company, and the trustees or directors of pvery society or association incorporated under section 66 of this act, shall be deemed and held individually liabl&for all debts contracted by them, for their respective societies or associations.” S. & C. 310 ; 4 Curwen, 2582.

Under these provisions, it seems to us that the security furnished by the stockholder’s liability, in addition to that of the corporation, attaches in favor of creditors at the time the debt is contracted or the liability incui'red by the corporation.

, The coiporation itself is a mere legal entity, existing only in legal contemplation, and is created lor the convenience and benefit of the stockholders. All its dealings are for and on their account. It can contract no debts except under the authority, express or implied, of the stockholders, and through their corporate agents. Our constitution and laws therefore make it an essential condition to persons thus availing themselves of the instrumentality of a corporation for the transaction of business that the security of their personal liability shall attach to and attend all corporate liabilities.

In speaking of this liability of stockholders, in Corning v. McCullough (1 Comst. 47, 55), the court say: “ It is a liability which every stockholder must be understood to assume and take upon himself and to be under to those who deal with the company. Dealers contract with the corporation on the faith of that security for the performance of the contract. The credit they give is giveir, and they trust, as well to the personal liability of the stockholders, as to the responsibility of the corporation for the fulfillment of the engagement; and each stockholder incurs that liability to the creditor the moment the contract of such creditor with the company is consummated.” *And again, on p.'54 it is said: “ It is virtually and in effect a *679liability upon a contract, and tbe mutual agreement of tbe parties ; not indeed in form an express personal contract, but an agreement of equally binding obligation, consequent upon and resulting from the acts and admissions or implied assent of tbe parties.”

Tbe same principle is laid down by tbe supreme court of tbe United States. Hawthorne v. Calef, 2 Wall. 10. In this last ease it was held that a statute impairing tbe right of existing creditors to resort to such liability of stockholders for payment, was void, as impairing tbe obligation of a contract. See, also, Ochiltree v. Railroad Co., 21 Wall. 219, 252.

In Norris v. Wrenschall (34 Md. 496) and in Hager v. Cleveland (36 Md. 476), tbe stockholders’ liability to creditors is beld to be in tbe nature of a contract. The court say: “ It is a debt under tbe statute, due from tbe stockholder to tbe creditor, springing out of, and co-existent with, tbe contract between tbe corporation and tbe creditor.” And such being its nature, it is also said: “It is clear that no act by tbe stockholder, without tbe consent of the creditor, can exonerate him from tbe liability thus incurred.”

Whether tbe liability is joint and several, or several only, does not affect tbe question as to tbe time at which the-obligation attaches to the stockholder in favor of tbe creditor. In Corning v. McCullough, supra, tbe liability was joint and several ; but before tbe stockholder was liable to suit, there must have been an execution against tbe corporation returned unsatisfied.

In tbe Maryland cases tbe liability was limited and several . only.

Tbe language of tbe constitution is that “ m all eases each stockholder shall Toe liable, over and above the stock by him or her owned . . . to a further sum, at least equal in amount to such stockand of tbe statute that, 11 All stockholders . . . shall be deemed and beld liable to an amount equal to their stock subscribed, in addition to said stock,” &c.

To bold that this language embraces only those who may turn out to be stockholders at tbe winding up or settlement of tbe affairs of tbe corporation is, it seems to us, unwarranted. These *680provisions are intended to guard against improvidence in contracting debts on behalf of corporations, and to give security to creditors. These objects are best accomplished by attaching the liabilities to those under whose control the corporation is operating, and who' are known to those dealing with it as the persons interested. And certainly, when admissible, such a construction ought to be adopted as will promote these ends.

This view is further fortified by section 74 of the act of 1852, which provides for reducing the amount of the capital stock of corporations, and the nominal value of all the shares thereof; but provides “that the rights of creditors shall not be affected, or in anywise impaired, by the reduction of the capital stock of any such corporation.”

The act of April 3,1868, providing for the reduction of capital stock, contains in section 5 a similar provision, applicable to corporations not created under the act of 1852. S. & S. 242.

The next question is, whether, after the liability attaches to a stockholder, it is discharged by the subsequent assignment or transfer of his stock. "VYe think it is not. The liability, it is true, attaches to him in respect to his stock, but aftér it has attached' in favor of creditors it becomes as obligatory upon him personally as an express agreement. Ilis successive assignees or holders, by accepting the stock and all the rights and benefits arising therefrom, impliedly undertake to indemnify or discharge him from the liability which attached to him as a stockholder while he held the stock.

Each successive owner*, stands in his shoes as respects the stock and the liabilities growing out of it. This arises out of the nature of the property and the relations of the parties to it and to creditors, iu connection with the equitable principle that he who derives all the advantages ought to bear the burdens. For applications of this principle see Sutliff v. Atwood, 15 Ohio St. 186, 194; Johnson v. Underwood, 52 N. Y. 203, 211; Hodkinson v. Kelly, L. R. Eq. C. 6, 496, 503 ; Cape’s Ex’r’s. Case, 2 De Gex, M. & G. 562; In the Matter of the Mexican & S. A. Co., Giesewood & Smith’s Case, 4 De Gex & J. 544, 555.

*681• The expression, “ all stockholders,” must be regarded, in the absence of any legislative indication to the contrary, as including not only those who were such at the time the indebtedness was incurred, but all those who successively stand in their shoes in respect to the same stock.

The extent of the liability is not increased, whether the stockholder first liable retains the stock or transfers it; and the extent of -the security of the creditors, both as to the stock and the personal liability, is the same as it would have been if no-transfers had been made.

In a suit to enforce the liability against the stockholders of the insolvent corporation, the existing stockholders are severally chargeable with such liability. If, by reason of insolvency, the amount due from any stockholder is not collectible, the assignors of his stock successively, up to the time the liability attached, may be charged with the deficiency. Such suit, in this state, must be in equity, and prosecuted for the benefit of all the creditors. Umsted v. Buskirk, 17 Ohio St. 113. And where equity has jurisdiction, the liabilities of the parties are so marshaled as to first charge those who, as between themselves, are ultimately liable.

The constitution of the state of New York of 1816'(article 8), declares that all dues from corporations shall be secured by such individual liability of the corporators and othor moans as may be prescribed by law; and that stockholders in every banking association, issuing bank notes after January 1, 1850, shall be individually responsible to the amount of their respective shares for all its debts and liabilities contracted after that date. State Constitutions, part 2, 1363.

April 5, 1819, the legislature of that state passed an act to enforce this responsibility of stockholders in banking corporations. 1 Statutes at Large, 151. Section 3 of the act declares this responsibility to attach primarily to the person who is a stockholder at the time the debt or liability is contracted by the company; but also provides that it may be shifted entirely from him to another, declaring that lie shall be exonerated in respect to any stock which shall have been transferred on the books of the company (previous to any default in the payment *682of the debt or liability) to a resident of the state, of full age, in g.ood faith, and without any intent to evade such responsibility; and the assignee is made responsible to the extent of such stock in the same manner as if he had been the owner at the time of the contracting of the debt, with the same power to transfer this liability to another by like assignment.

Without a transfer, as therein provided, it is evident the liability of the stockholder who was such at the time of the contracting of the debt, would continue as to the creditor.

The constitutionality of this act was upheld in the case of the Empire Bank, 6 Abb. Pr. 385; s. c., 18 N. Y. 199.

The provision in our constitution as to individual liability, is modeled after that in the New York constitution, though somewhat varied in terms; and the principle of liability, as applied to banking corporations in New York, is declared by our constitution to apply to all corporations.

The constitution of California, adopted in 1819, in article 1 provides:

“ Section 32. Dues from corporations shall be secured by such individuad liability of the corporators and other means as may be prescribed by law.”

“ Sec. 36. Each stockholder of a corporation or joint stock association shall be individually and personally liable for his ¡proportion of all its debts and liabilities.” State Constitutions, pt. 1, 199.

It was held in French v. Techemaker, 21 Cal. 539, that section 36 was not self-executing, but required legislation to carry it into operation. In the subsequent case of Larrabee v. Baldwin, 35 Cal. 155, it rvas held that the legislature had power to limit the stockholders’ liability to his proportion of all the debts and liabilities of the company contracted or incurred during the time he was a stockholder*.

In England, under the joint stock companies act of 1862, a person who has ceased to bo a member for a year or upwards, prior to the commencement of winding up proceedings, is not liable to contribute to the payment of debts, nor is a past member liable to contribute with respect to a debt or liability contracted by the company after he ceased to be a member; and *683no past member can be required to contribute unless the existing members are unable to'pay. Wordsworth on Joint Stock Companies, 59, 60.

In the eases before us, the general assembly have not undertaken to prescribe the extent of the liability nor to regulate its enforcement, further than to adopt the minimum liability allowable by the constitution, leaving it to be enforced by the judiciary upon such legal and equitable principles as should be found appropriate to the subject.

It is said, in Umstead v. Buskirk, supra, that “ the right arising out of this liability is intended for the common and equal benefit of all the creditors; ” but no question there arose as to the liability of successive stockholders of the same stock, as between themselves or to creditors, and that language must be understood as limited to the case then before the court.

The language cf section 8, in the act regulating street railroad companies, is as follows: “ The stockholders of every company organized under this act, shall be liable for the dues of such company over and above the stock by him or her owned, and any amount unpaid thereon, to a further sum equal in amount to such stock.”

This section does not substantially differ from that already considered in the corporation act of 1852, and. the liability of the stockholders to the creditors is the same in both.

In the case of Brown, the judgment is reversed, the demurrer to amended petition overruled, and cause remanded.

In the case of Kilgour, the judgment in general term is reversed and that of the special term is affirmed.

In the case of Winters et ak, the judgments are reversed and the cause remanded for marshaling of the liabilities of the stockholders according to the principles above stated.

I regret', that upon a question of so much importance, a difference of opinion should exist among the members of the court; but beiug unable to agree with the majority, I deem it a duty to state very briefly the grounds of my dissent.

*684, Admitting that section 3, article 13, of tlie constitution does not execute itself, it is nevertheless true that the statutes passed in pursuance thereof, and involved in the eases before us, do not pretend to vary the minimum liability of stockholders as fixed by the section of the constitution above named, and which reads as follows : “ Dues from corporations shall be secured by such individual liability of the stockholders and other means, as may be provided in law; but in all cases, each stockholder shall be liable, over and above the stock by him or her owned, and any amount unpaid thereon, to a further sum at least equal in amount to such stock.” (

A majority of the court hold that the individual liability of the stockholder, provided for in the last clause quoted, attaches in favor of the creditor and against stockholders owning stock at the time credit is given. If this be so, the judgment in the case is clearly right; for I admit, that a stockholder, upon ■whom the constitution fixes the liability, cannot, by a transfer of his stock, discharge his liability to a creditor in whose favor it attached, although, as between successive owners of the same stock, the primary liability, by virtue of an implied contract obligation, may rest upon the owner who may be such at tliq winding up of the corporation. But, on the other hand, if the liability firci attaches to the stockholders, .who may be such at the time suit is brought to enforce it, I apprehend that no one will contend that prior owners of die stock, can, under such circumstances, where good faith has been observed, be held liable to creditors.

I also admit, that the security for dues from corporations thus provided, was intended to induce and does induce credit to be given to them; aud that in giving credit, an accurate knowledge of the solvency of the security offered is an important element. But, after all this is admitted, the question, whether knowledge of the solvency of the stockholders at the time credit is given to a corporation can be regarded as an element inducing the credit, depends entirely upon the solution of ithe main question: Does the constitution (or the statute), fix the liability in question upon such stockholders 1

*685■ In determining this main question, it must be assumed that the framers of the constitution had in mind the transferable nature of corporate stock, and every thing that is implied or understood therefrom; and it-must also be assumed, that persons giving credit to corporations u¡3on the faith of the individual liability of stockholders as provided by the constitution, must have in mind the same facts; so that the argument that a knowledge of the solvency of stockholders, at the time credit is given, induces such credit, although persuasive, is not conclusive as to the true interpretation of this clause of the constitution. Indeed, the persuasive power of the argument is almost, if not altogether, lost, when we admit the observance of good faith toward the creditor of the corporation in the making of transfers of stock. If such faith is kept, and it must be, I see no reason for apprehending that stockholders at the winding up of corporations will not be as responsible for such individual liability as the stockholders who were such at the time credit was given, whether the period between the dates be short or long. Between the date of contracting the debt and the enforcing of the individual liability, many years may intervene, and many successions in the ownership of stocks; yet, it seems to me, that no reason exists for believing, that, as a general rule, the stockholders at the latter date will be less able to respond, than those of the date of contracting the debt. .

In determining the true meaning of this provision in the constitution, it must be observed, that each stockholder, who is made liable at all, is made liable, over and above the stock by him or her owned, and any amount unpaid thereon, to a further sum at least equal in amount to such stock. The language is,“but, in all cases, each stockholder shall be liable,” &c. There is no doubt about the meaning of these words. The meaning is, that whenever this liability attaches in favor of a creditor and against a stockholder, such stockholder is bound to the last farthing of the liability fixed, before such creditor shall lose a farthing of his claim.. A less liability on the part of the stockholder will not give such creditor .the security intended. By the decision of the court, as I under*686stand it, the effect given to this provision is the same as if it read, “ but, in all cases, the successive owners -of each share of stock, in the aggregate, shall be liable,” &e. So that, if the owner at the winding up discharges the liability named, all previous owners of the same stock are exonerated, although creditors, who gave credit while they were owners of the stock, receive payment of their claims only in part. While I admit that the amount of security raised for the creditors in the aggregate by the payment by all the stockholders at the time of winding up, of the full amount of the individual liability fixed by the constitution, is all that was intended to be secured, it does not make “ each stockholder ” upon whom the liability attached, according to the decision, liable for the amount named in the provision. The effect of the decision is to attach the liability to the'stock and not to the stockholder.

There is no disagreement between the members of the court, in this: that the aggregate security for the duos of a corporation thus provided, is the aggregate stock of the corporation and all amounts unpaid thereon, together with a further sum equal to the total amount of the stock,- and no more; nor is there any disagreement between us as to the rule that the security thus provided, when realized, must be distributed jpro rata among all the creditors of the corporation, without regard to the time when credit was given, and -without respect to the persons who owned stock when the debt was contracted. The correctness of these views being conceded, it appears to me, beyond doubt, that the terms of the provision, 4‘ in all cases, each stockholder shall be liable, over and above the stock by him or her owned and any amount unpaid thereon, to a further sum at least equal in amount to such stock,” point directly and plainly to stockholders who may be such at the time the liability may be enforced, and that each stockholder who is liable at all, is liable unconditionally for the full amount named.

It has heretofore been decided by this court, upon unquestioned reasoning, that the individual liability of stockholders, under our constitution, is not a primary resource or *687fund for the payment of the debts of a corporation; that is to say, it cannot be resorted to by a creditor in the first instance and for his own benefit.' That it is a security for the exclusive benefit of creditors, over which the corporation has no control. That it can be resorted to by creditors only in case of the insolvency of the corporation, as where payment cannot be enforced by ordinary process. And that no creditor can acquire any priority over such fund, or institute a suit for the enforcement of such liability in his own behalf. 17 Ohio St. 87,113.

In addition to the points thus decided, it can safely be asserted that this liability can be enforced but once. I am not now discussing the power of the legislature over this subject, but simply affirming that the liability fixed by the constitution can be enforced only once. And this being so, it seems to me that after its enforcement the corporation can no longer have a rightful existence, for the reason that it is essential to the rightful existence of a corporation that the individual liability of the stockholders shall inure as a security for all debts contracted; hence, when such security is exhausted, the rightful existence of the corpoi’ation must cease.

Now, in view of these principles, the time meaning of the constitution is manifest. “ Each stockholder shall be liable.” When liable ? The answer is patent, — at the winding up of the corpoi’ation. Liable for what ? The dues of the corporation. To what extent? “In a sum at least-equal to the amount of the stock by him or her owned.” By whom owned ? By the stockholder so made liable. Owned by him or her when ? At the time the liability is sought to be enforeed. But this sum is not the only liability of “ each stockholder.” The stock by him or her owned is also made liable. Not the stock which he or she may have transferred, but the stock which he or she may then own. And further, for any amount unpaid on such stock. It matters not who may have subsci’ibed the stock, or who may have owned it at the time the debt was contracted, or whether calls had been made or not; it is enough that the stockholder is the owner at the time the liability is enforced. Such owner*688ship at that time makes him liable to creditors for any amount unpaid thereon. ■ . '

Not only is the plain, and obvious meaning of the words of the constitution against the construction of the majority of the court, but, I think, every consideration of trade and public policy. The sale and transfer of' corporate stocks are impeded. Responsibility for unfaithfulness in the future management of corporations remains with the vendor after his ownership, interest and power of control are transferred. The principle of repose after unreasonable delay in the enforcement of claims, is also disregarded. The statute of limitations can afford no relief to such a surety. The creditor and the corporation may continue the liability for indefinite periods. Even the ordinary privilege of a surety to compel his principal to pay the assumed debt after maturity cannot be asserted by a person liable under this provision of the constitution.

The construction which I have adopted I believe is not only consistent with the terms of the constitution, and the intention of the framers, but is the only one which can work out com- • píete justice between all parties. As between successive owners of stock, its justice is plain. The value of stocks depends in a large measure upon, the relations between the assets and liabilities of the corporation.: The assets are at all times held in trust for creditors and stockholders, and the management of ■ the trust devolves upon-the stockholders and officers for the tóme being. ■ • The vendee of stock, therefore, impliedly engages with his vendor that the assets shall be faithfully applied. And having purchased 'at a price determined by the excess of assets over liabilities, as between vendor and vendee, the lattei’, alone, should be burdened with the payment of debts. *

And it does no violence .to the faith in the securities upon which credit is given to the corporation. The transferable nature of corporate stock is universally understood. A creditor has no right to expect that the stock, will not be sold and bought. All that he has a right to expect is that the stock will not be fraudulently transferred, with a view to diminish liis security in. the individual liability of stockholders. And while he is entitled to the increased security which may be afforded *689by the succession of solvent to insolvent stockholders, be should submit to the diminished security of insolvent successors, where no bad faith has been practiced.

I fully concur in the foregoing opinion of Judge Mcllvaine. The difficult nature of the question involved, the importance of the case, and the effect of the opinion of the majority on the character and value of property in the state, represented by corporate shares, induce me to state briefly one or two of the reasons for my dissent.

Under the liberal policy of past state legislation, authorizing-corporations for almost every kind of business, having its inception and a large development under the constitution of 1802,. and a still larger one under that of 1851, a vast amount of the individual property of the state is represented by shares in such corporations.

Any legislation or any decision which materially affects the character and value of this species of property, heretofore so-liberally fostered and encouraged, is a matter of great public concern.

The constitutional provision under consideration was intended. to remedy an existing evil, and to provide an additional security to creditors. Prior to its adoption, there was no individual responsibility (except by legislative enactment in a few instances), of those who had the management of the corporate business. 'Hence the provision that: “ Hues from corporations shall be secured by such individual liability of the stockholders and other means as may be prescribed by law; but in all cases each stoelcholder shall be liable over and above the stock by him or her owned, and any amount unpaid thereon to a further sum, at least equal in amount of such stock.”

One of the peculiar and valuable features of corporate shares, arises out of their transferability without the vexatious restraints imposed upon the sale and transfer of partnership or other common property.

Prior to the adoption of this provision, it was well settled, that stockholders could dispose of their interest in the corporation by a sale of their shares, as fully as they could any other *690species of property, and by a transfer cease to be stockholders The transferee became a stockholder and the owner of the stock, charged with all duties and liabilities as such. He was invested with all the powers and rights, and was subject to all the responsibilities as if lie had been an original subscriber.

This alienable quality of corporate shares added greatly to their value. Of course, a sale to hinder, delay, or defraud creditors, did not release the assignor, any more than a like sale of other property; but a bona fide sale was just as valid as a like sale of other property.

The scope and intention of the constitutional provision and the statute were simply to further secure creditors when the assets of the corporation were insufficient to pay all debts, by imposing a liability on the owners of the shares of stock, at least, equal to its par value. The liability at common law was to lose the investment. This loss fell on the owner of the stock, not on the assignor’. In addition to this loss, the object of the statute, as well as this constitutional provision, was to impose upon the same person an individual liability.

It is a misnomer to call one a “ stockholder ” and the “ owner of stocks,” and so liable to assessment, who has long since ceased to he such by a bona fide sale and transfer. The transferees are such stockholders and owners in fact and in law, and are entitled to represent this stock in all proceedings of the corporation.

The statute containing this liability clause, clearly shows, in other clauses on the same subject, that this is its true meaning.

The corporators, their associates, meoessors and assigns, are clothed with all corporate powers, and as a legal consequence, are charged with all the duties and liabilities imposed on owners of stock. The obligations and duties of stockholders go hand in hand with and are inseparable from their rights and privileges.

Section 7 of this act gives a statutory remedy for the collection of unpaid stock, and makes the transferee or assignee liable.

In case of a sale, the assignee by that section is the stockholder and owner, made liable in case the stock does not sell *691for sufficient to pay the amount due. This unpaid amount on stock is the same debt mentioned in the .constitution and in the liability clause of this statute as unpaid stock, and the person who is liable under the one as an owner, is liable under the other. Under section Y, it is the assignee in case of a sale that is liable as the owner, and for equally strong reasons, the same meaning should be given to the liability clause, both being used in reference to the same subject matters.

Again, sound principles of justice would dictate, that those who are in law the stockholders for the purpose of receiving' dividends and enjoying the rights incidental to ownership, should be liable to pay the losses, when by their mismanagement, fraud or from other causes, the creditors go unpaid.

This statutory liability is collateral and conditional. It can only be resorted to in equity, when the assets of the corporation prove insufficient. Wright v. McCormack, 17 Ohio St. 86; Umstead v. Buskirk, 17 Ohio St. 113.

.Being collateral and conditional, no primary liability attaches, or can attach, when the debt is created. No liability attaches, nor does any right of action accrue to creditors, until the condition happens that fixes the liability. To hold that this liability attaches to those who are stockholders when the debt is contracted, and that in case of a transfer the creditor must first exhaust the assignee when the contingency arises, presents an anomaly. It compels the creditor to resort to a stranger to his contract before he can pursue the man he trusted.

Again, if the assignor is liable in case of default of his assignee, he is guarantor of the solvency of the latter, when the time arrives to resort to the stockholders. He becomes liable for an indefinite period for the conduct of stockholders over whom he has no control.

Much stress is laid upon the assumed, not actual, fact that every creditor looks to the stockholders when he trusts the corporation. Admit that this is so, yet ho also is presumed to know, that each stockholder has the right at any time to retire, and it may be properly said, he trusts the corporation, subject to this right of transfer.

*692If such a contingent liability is to hang over • a stockholder for an indefinite period after he has parted with his stock and lost his power to control, no prudent man will care to invest in such shares.

If, on the other hand, we apply the same rules that govern the alienation of other property, and that governed the sale and transfer of stock prior to this provision of the organic law, we preserve the harmony of the law relating to sales of all other property.

For these and other reasons that I have not time to write out, I dissent from the opinion of the majority. ,