It was then said by the court: "It can hardly admit of argument that to conclude a stockholder by a proceeding under this section (25), it is indispensable that he should have been made a party thereto, as it provides. "It is incumbent on the plaintiff to show clearly a legal right to institute and carry on the suit. To this end he should show his appointment (as receiver) by a decree which is conclusive as against the defendant. This he has failed to do; it nowhere appears, either by the recitals in the decree copied in the several counts or by distinct averment that the defendant was a party to this proceeding." And why should he have been a party to that proceeding? Because, as had before been stated, the act so provides. The decision was one merely upon the construction of that § 25—what it provided-and is not to be taken as authority to govern in any other case than in one arising under that section. There was no purpose in that case to depart from the well-established general rule that a court acquires jurisdiction to appoint a receiver of corporate assets by service of process upon the corporation. The stockholder is represented in his interest as such by the presence of the corporation: 2 Morawetz Corp. § 822; Ward v. Farwell, 97 Ill. 593; Glenn, Trustee, v. Williams, 60 Md. 93; Sanger v. Upton, Assignee, 91 U. S. 56. Lamar Ins. Co. v. Gulick was a suit by this same Lamar Insurance Company against a stockholder to recover for unpaid stock, and the court, after stating that the defendant not having been made a party to the suit wherein the receiver was appointed, as to the proceeding to procure an assessment, was not bound or affected by the orders therein, say: "A case exactly in point in principle is Chandler v. Brown, 77 Ill. 333. And as it is conclusive of this view of the law, it will not be necessary to discuss it as a new question in this court." So that the Gulick case but followed and affirmed Chandler v. Brown, and goes to no further extent as an authority than that case, namely, to decide what is the requirement of § 25 of the law of 1872 as to making the stockholders parties in a proceeding under that section. VOL. XXXVI.-22 This Great Western Telegraph Company was organized in the year 1867 under the law of 1849 in relation to telegraph. companies. The suit in chancery wherein this receiver, Bowen, was appointed, and this assessment made, was commenced in 1869 and has ever since been pending, so that it was not affected by the Act of 1872, and the provisions of that act did not govern the proceedings therein. The decisions, then, in Chandler v. Brown and Lamar Ins. Co. v. Gulick do not apply here, and we do not regard the objection to the declaration that it does not show that the defendant was a party to the proceeding wherein the assessment was ordered, as well taken. It is enough under the general rule and the authorities above referred to that the corporation was a party to that proceeding. That suit was brought by one Terwilliger and certain other persons, stockholders of the company, on behalf of themselves, and all others similarly situated, against the company and others, as defendants. The declaration in the present case avers, and the order of assessment appearing therein sets forth, that the receiver was appointed in the said chancery suit of and for the company and all its property on October 7, 1874, upon supplemental bill of complaint filed therein, and on account of the mismanagement and malfeasance of the then officers of the company; that the company was indebted to the extent of more than $375,000, which indebtedness was in the form of judgments and decrees theretofore rendered against the company, and was duly proved by the creditors before and found to be due by the court; that the company had no property except the amounts remaining due upon stock subscriptions with which any part of said indebtedness could be paid; that there were about two thousand stockholders of the company widely scattered through more than twelve different States and Territories of the United States and other places, and it was therefore impracticable that all of the said stockholders should be made. parties to that proceeding, and it was found that it was necessary and proper that 35 per centum of the par value of each share. of the capital stock subscribed for by the stockholders should be called for and required to be paid by them for the purpose of paying the said indebtedness, and it was therefore ordered that a call or assessment of said amount of 35 per cent. be made, that it be paid to the receiver, and the receiver was ordered to proceed at once to collect the sums so ordered to be paid, and to institute suits in the name of the company for the purpose of enforcing payments. This order was made on July 10, 1886. There was here, then, a receiver appointed by a court of equity to collect the assets of the corporation for the benefit of its creditors. The unpaid part of defendant's subscription to the capital stock of the corporation was a part of such assets. The validity of the receiver's appointment cannot be questioned in this collateral proceeding. The court had jurisdiction of the subject-matter, and acquired jurisdiction to appoint the receiver by service of process upon the corporation. Defendant's promise was to pay as the directors from time to time might order. The directors, who were defendant's agents, having neglected to make order for payment, a co. t of equity in their place, as before said, might make the order. The court here did make such order, and thereupon, or at least after demand made, defendant's legal liability upon his contract was complete to pay the remaining amount of his stock subscription. There was, then, a perfect cause of action against him. His liability was to pay the entire remaining unpaid amount of 60 per cent. of his subscription, at least to the extent needed to pay the debts of the corporation. Assessing him only his ratable part thereof, 35 per cent., was in mitigation of his legal liability, doing him an equity, and affording no just cause of complaint. In order for the board of directors to have made a valid order for payment, it would not be contended, we presume, that defendant should have been before the board. No more, we conceive, was it necessary that defendant should have been before the court, when it, in place of the directors, made the call or order of assessment. We are of opinion the declaration shows a good cause of action, and that the demurrer to it was improperly sustained. The judgments of the Appellate and Circuit Courts will be reversed, and the cause remanded to the Circuit Court. Judgment reversed. CRAIG and SHOPE, JJ., dissent. CONSTRUCTION OF CONTRACTS OF SUBSCRIPTION.-The contract of subscription to the stock of a company is often before the courts in cases wherein it is sought to compel payment of unpaid balances due on shares by takers thereof. It is settled that, wherethe subscription is written, the written contract determines the rights and obligations of the subscriber. Parol evidence is not admissible to vary or contradict the writing: Corwith v. Culver, 69 III. 502; Grosse Isle Hotel Company v. Anson's Executors, 43 N. J. Law 442. The reasons underlying th's rule are the usual reasons for refusing to admit parol evidence to vary or contradict written contracts, and one reason peculiar to this kind of contract, viz.: that to admit parol evidence to vary a contract of subscription, as by showing a condition would work a fraud upon other subscribers not taking the stock upon the condition and having no knowledge of it. It would be fraudulent, too, as to creditors of the company. Where the words of the written subscription are plain, positive, and unambiguous, there is no room for construction. The words must be taken as they read, and in their ordinary, usual signification: Foster v. City of Joliet, U. S. C. Ct. N. Dist. Ill., June 9, 1886, 27 Fed. Rep. 899; Long v. Millerton Iron Co., Ct. App. N. Y., Jan. 26, 1886; Coghlan v. Stetson, U. S. C. Ct. S. Dist. N. Y., March 17, 1884, 17 Reporter 485; People v. Wall, 88 Ill. 78; Cooley's Const. Lim. and Cases cited 55. Exceptions or qualifications cannot be injected into the contract by construction. Every presumption, therefore, is that a subscription to capital stock purporting to call for payment of the full par value of the stock is a contract for that kind of payment. What is the plain meaning of a clause like "assessments not to exceed $10 on a share" printed on a certificate? Clearly not that the stocks shall be taken as fully paid when $10 a share is paid in. If this were meant, the proper way to express the idea would be to print across the certificate a clause like "$10, paid on each share, as called for, shall be full payment for the shares," or "The total of all assessments shall not exceed $10 on a share," and even then there might be some doubt whether $10 per share would fully pay for the stock. The more likely meaning of the phrase first quoted, is that while assessment after assessment may be made until the par value is paid in, none of the assessments shall exceed $10 a share. If this clause could be taken to exonerate sharetakers from liability for more than $10 per share, the effect of it would be to reduce the capital stock of the company down to that sum per share. But such reduction of the capital stock of the company would be a fraud upon its creditors, ultra vires, and hence void. See State v. Timken, 48 N. J. Law Rep. 87; Zirkel v. Joliet Opera House, 79 Ill. 334; Bank of Commerce's Appeal, 73 Pa. St. 59; Upton v. Tribilcock, 91 U. S. 45; Union Mutual L. I. Co. v. Frear Stone Co., 97 Ill. 537; Melvin v. Lamar Ins. Co., 80 Id. 446; Griswold v. Selig man, 72 Mo. 110; Gill v. Balis, 72 Id. 424; Chouteau Ins. Co. v. Floyd, 74 Id. 286; Board of Commissioners v. La Fayette, etc., R. R. Co., 50 Ind. 85; Baile V. C. C. E. Society, 47 Md. 117; Crandall v. Lincoln, 52 Conn. 73; Clapp v. Peterson, 104 111. 26; Cleveland Iron Co. v. Ennor, S. Ct. Ill., Jan. 25, 1886. In State v. Timken, supra, the subscribers to the capital stock of a telegraph company, upon payment of $8.33 per share, caused to be issued to themselves shares of full-paid stock of the par value of $25. At the same meeting of stockholders, it was resolved that 150 shares of the stock be issued to the relators for services alleged to have been rendered by them to the company, without any account or statement of the amount due the relators. Held, that in such case the presumption was that full-paid stock was to be issued upon payment of only $8.33 per share, which was illegal, and to the enforcement of such illegality the court would not lend its aid by mandamus or otherwise. In connection with the question of the meaning and effect of the clause, "Assessments shall not exceed $10 on a share," should be read the opinion in Upon v. Tribilcock, 91 U. S. 45. In that case the certificates had the word "Non-assessable" together with the amount,"$100," stamped across them. The court said: The legal effect of this instrument was to make the remaining 80 per cent. payable upon the demand of the company. We see no qualification of this result in the word 'non-assess ible,' assuming it to be incorporated into and to form a part of the contract. It is quite extravagant to allege that this word operates as a waiver of the obligation created by the acceptance and holding of a certificate to pay the amount due upon his shares. A promise to take shares of stock imports a promis to pay for them. The same effect results from an acceptance and holding of a certificate: Palmer v. Laurence, 3 Sand S. C. 761; Brigham v. Mead, 10 Allen 245. At the most, the legal effect of the word in question is a stipulation against liability to further taxation or assessment after the holder shall have fulfilled his contract to pay the one hundred per cent. in the manner and at the times indicated. cannot give to it the consequence of destroying the legal effect of the certificate." We Power of a court of equity to make "calls" upon stockholders. There is no question but that a court of equity, having acquired jurisdiction of a corporation for the benefit of creditors, may make assessment upon stockholders for unpaid balances due the company in payment for stock. The court thus acting has the same powers as the directors had, and its orders have the same force and effect as the resolutions of the board of directors would have had before the court took jurisdiction by its receiver: Upton v. Tribilcock, 91 U. S. 45; Webster v. Upton, Id. 65; s. c., 15 Am. Law Reg, N. S., 638; Sanger v. Upton, 91 U. S. 56. The court has the power to make an assessment or call for any portion of the unpaid balances due on subscriptions to the stock of the company, for the payment of the corporate debts, provided the assessment is pro rata: Lamar Ins. Co. v. Moore, 84 Ill. 575; Patterson v. Lynde, 112 Id. 208. In Must all the shareholders be made parties to the suit in which a court of equity decrees or orders an assessment against them? The first point to be noted in this connection is the impossibility, in the absence at least of some statutory mode of service, of bringing the sub-cribers before the court in cases where they are numerous. the principal case it is believed that they numbered two thousand, scattered all over the country. It is an impossibility to reach so many defendants, and it ought not to be required. The directors making an assessment would not be required to bring all the stockholders before them, and why should a court acting as the directors be required to do this? Looking at the decisions, Patterson v. Lynde, 112 Ill. 196, is noteworthy. That case appears to hold that it is not necessary, whether practicable or |