Opinion by

§ 97. Stockholders in an irregular corporation; liability of. A person who made a contract with an organization which had attempted irregularly to create itself into a corporation, and which acted as such, or who subscribed to its capital- stock, cannot, in a suit by the corporation, defend himself against a claim growing out of such contract or subscription, by alleging the irregularity of such organization. And one who receives a certificate of stock for-a certain number of shares at a given sum per share, thereby becomes liable to pay the amount thereof when called upon by the corporation or its assignee. Nor is it necessary to sustain the action, in such case, that there should have been a subscription for the whole amount *41named in the articles of incorporation. [Chubb v. Upton, 5 Otto, 665; Plank Road Co. v. Wetsel, 21 Barb. (N. Y.) 56.]

Reversed and rendered.