on the members of a corporation for debts due laborers for services performed during a certain number of days.' Thus, in New York, it is provided by the General Railroad Act of 1850 that all shareholders of any company formed thereunder shall be jointly and severally liable for the debts due or owing to any of the laborers or servants of the company, other than contractors, for personal services for thirty days' service performed for the company; but that they shall not be liable to an action therefor before an execution against the corporation shall be returned unsatisfied in whole or in part; and that the amount due on the executions, together with costs, shall be the amount recoverable from the stockholders. Before the laborer or servant, however, shall charge a stockholder for the thirty days' services, he shall give him notice in writing within twenty days after the performance of the service, that he intends to hold him liable, and shall commence his action therefor within thirty days after the return of the execution unsatisfied, as mentioned above. A stockholder who has been compelled to pay for labor or services under this act is entitled to contribution from the other stockho ders." By a subsequent act, laborers or servants, other than contractors, are entitled to recover for ninety, instead of thirty, days' service, from the stockholders, under the same conditions as those set forth above.3 In Wisconsin, an action for wages may be maintained against the shareholders without a judgment against the corporation having been proved. The right to maintain an action for wages against the shareholders will not be destroyed by a mere dissolution of the corporation, by suspension of business, or assignment in the interest of the corporate creditors. A servant of an insolvent corporation cannot be regarded as having waived his right of action against the shareholders individually, by the mere act of presenting his claim for wages so as to be entitled to a dividend from the assignee. The Wisconsin statute,' subjecting shareholders to personal liability for the services of servants, has been. held to include within its meaning the foreman of a. corporation, even though he may not perform actual manual labor.8 1 E. g. N. Y. Laws of 1850, ch. 140, §10, as amended by N. Y. Laws of 1851, ch. 282, and by N. Y. Laws of 1875, ch. 392, § 8; Wis. Rev. Stat. (1878) § 1769. 2 N. Y. Laws of 1850, ch. 140, § 10, as amended by N. Y. Laws of 1854,. ch. 282, repealing all other laws whereby the stockholders, officers ani agents of any railway company are made individually liable for the debts or liabilities of the corporation beyond the provisions contained. 3 N. Y. Laws of 1875, ch. 392, § 8. § 422. Of the futility of attempts to avoid liability upon stock.-All attempts made by shareholders to avoid liability to corporate creditors upon the unpaid balance due on their shares, as by procuring a cancellation of the contract of subscription and a release from the corporation,' or by submitting to a forfeiture for the non-payment of calls,2 or by transferring their shares, are regarded by the courts with suspicion; and but slight evidence of a fraudulent intent to escape liability is sufficient to have such transactions set aside and to subject the shareholders to the claims of the corporate creditors. Indeed, it has been said not to be within the 3 ingenuity of man to devise a scheme to prevent courts of equity from enforcing the payment of unpaid subscriptions to capital stock for the benefit of corporate creditors.5 1 Vide supra, §§ 116, 144. 2 Vide supra, §§ 116, 144, 183. 3 Vide supra, §§ 144, 372. 4 County of Morgan v. Allen, 103 U. S. 498; Sawyer v. Hoag, 17 Wall. 610; Putnam v. City of New Albany, 4 Biss. 365; In re South Mountain et. Mining Co. 7 Sawy. 33; Chouteau v. Dean, 7 Mo. App. 211; Gill v. Balis, 72 Mo. 424; Union Ins. Co. v. Frear Stone Manuf. Co. 97 Ill. 537: Jackson v. Traer. 64 Iowa, 469; Singer v. Given, 61 Iowa, 93. 5 Upton v. Hansbrough, 3 Biss. 417, 425; Cook on Stock & Stockh. § 199. A stockholder and director cannot plead the unconstitutionality of the act under which his company was incorporated in an action against him for unpaid calls: Weinman v. Wilkinsburg etc. F'y Co. 118 Pa. 192. § 423. The same subject, continued-Of agreements to issue stock at less than par.-In America corporate creditors are not bound by any agreement between the corporation and any holder of its stock to accept less than the par value thereof, or property or services, as payment in full. Thus a contractor, part of whose remuneration for constructing the works of a corporation consisted of the company's stock at fifty per centum of its par value, is liable thereon to corporate creditors. The creditors are not bound by the contract between the company and the contractor as to the price of the works, and only to the extent of the reasonable value thereof can the latter avoid payment of the balance due on the par value of the stock.3 Likewise where a railroad company issued certificates of its stock of the face value of $350,000 in satisfaction of a debt of $70,000 which it was unable otherwise to discharge, the recipients were declared liable, as stockholders, to the company's creditors for the eighty per cent. of the par value yet remaining. So again, the lowa 4 statute,5 subjecting shareholders to liability for the amount of their unpaid stock, has been held to extend to the amount of stock paid for by the transfer of a worthless patent. For in America the capital stock of a corporation is regarded as a trust fund for the security of corporate creditors; although in England this doctrine is not recognized, and in that country such arrangements between the corporation and its shareholders are not presumptively fraudulent." 1 Vide supra, §§ 93, 252, 266. 7 2 Vide supra, §§ 89, 256, 261, 266. Cf. Young v. Erie Iron Co. 87 Tenn. 189. 3 Shickle v. Watts, 94 Mo. 410. 4 Jackson v. Fraer, 64 Iowa, 469; S. C. 52 Am. Rep 449. 5 Iowa Code, § 1082. 6 Chisholm v. Forny, 65 Iowa, 333. 7 Vide supra, § 266. 8 Vide supra, § 267. 9 Vide supra, §§ 254, 267. 1 § 424. The registered holder liable.-As a general rule, those whose names appear upon the books of the company as the holders of its stock are the persons to be subjected to liability thereon to corporate creditors. Any person, deliberately permitting his name to stand in the books of a corporation as a stockholder thereof, will be estopped as against the corporation's creditors from denying that he is an owner of such stock. The person registered as shareholder is liable upon the shares registered in his name, although he may be merely a tute and be registered as such. And persons holding shares in trust for the company are per sonally liable to creditors. A person will be held liable on stock, which stands in his name on the 3 corporate books, which he appears to have voted on, and which he admits stood in his name and was held by him as collateral security for a debt. But where stock was entered upon the corporate books by the authority of a director in the name of his wife, and the director afterwards voted upon and represented the stock, there being no evidence that the wife authorized or rat fied his acts or received any dividends from the stock or claimed any interest in it, her separate estate is not to be charged with any liability thereon. In an action to enforce a shareholder's individual liability, it is sufficient if it appear that he was a shareholder at the time of the institution of the action, without its being shown that he occupied that position at the time the cause of action arose. A proceeding by motion, b.ought by a corporate creditor in accordance with the Missouri statute,s to enforce a shareholder's liability upon the unpaid balance due on his stock, does not abate on the death of the shareholder." But a distributee of the estate of a deceased shareholder, none of the shares having been distributed, cannot be subjected to liability as a shareholder by motion under the Missouri statute,10 on a judgme t against the corporation, even though in the capacity of administrator he refused to inventory the stock, alleging that it was not an asset, but might become a lability." The liability of transferrees of stock issued for less than par or for services or property a an overvaluation, depends upon whether or not they took the stock with notice.12 Accordingly, a creditor's bill in equity, to subject to liability holders of stock which is nominally paid up, but on |