they remain in office," is penal, and an action thereon is barred by the statute of limitations of three years.-Patterson v. Thompson, 86 Fed. 85.

[b] (Ark. Sup. 1900) Sand. & H. Dig. §§ 1337, 1347, requiring the president and secretary of all corporations to make annual statements of the condition of the corporations, and making them personally liable for corporate debts where they neglect or refuse to make such statements, are not penal, but remedial, and are not within the statute requiring actions on penal statutes, where any part of the penalty goes to the state or county, to be brought within two years.-Bank v. Walsh, 59 S. W. 952, 68 Ark. 433, 82 Am. St. Rep. 301.

[c] (Colo.) Gen. St. § 278, providing that if any banking association neglects to make a semiannual statement, within a certain time, of the condition of the bank to the state treasurer, "the directors shall be personally liable for all debts of said association contracted previous to and during the period of such neglect," is a penal statute; and a cause of action against a director accruing under it is barred in one year, under section 2170, limiting to one year "all actions for any penalty or forfeiture of any penal statute.”—(Sup. 1877) Gregory v. Bank, 3 Colo. 332, 25 Am. Rep. 760; (App. 1892) Larsen v. James, 29 Pac. 183, 1 Colo. App. 313.

[d] (Colo. Sup. 1898) 2 Mills' Ann. St. § 2907 (Gen. St. § 2170), provides that all actions for any penalty shall be commenced within one year next after the offense is committed. Held, that an action against the directors of a corporation to recover the penalty prescribed by 1 Mills' Ann. St. § 491 (Gen. St. § 252), for failure to file an annual report, is not barred, if brought within one year from the expiration of the time allowed for filing such report, since the offense is not committed until such failure.-Clough v. Otis, 55 Pac. S09, 25 Colo. 520. The charter of a bank, providing that when the debts of such bank shall exceed three times the amount of its capital stock the "directors * * shall be liable for the same, * * and may be sued" therefor, creates an obligation quasi ex contractu; and therefore the statute of limitations applying to penal liability affords no defense in an action against the directors.-Banks v. Darden, 18 Ga. 318.

[e] (Ga. Sup. 1855)

[f] (Ill. Sup. 1882) The personal liability imposed on the trustees and corporators of insurance companies by Act July 1, 1869, declaring them personally liable to the amount of the stock by them subscribed until the whole amount of capital of the company shall have been paid in, etc., is in the nature of a statutory penalty, and hence a proceeding to enforce such liability is barred after two years from the time it accrued by Rev. St. 1874, p. 675, requiring actions for the recovery of penalties to be brought within that time.-Gridley v. Barnes, 103 Ill. 211.

[g] (Ill. App. 1883) A stockholder's liability, imposed by section 16 of the statute relating to fire insurance companies, being in the nature of a statutory penalty, is within the provisions of section 14 of the statute of limitations, and action thereon is barred in two years.-Kimball v. Hurlbut, 12 Ill. App. 500.

[h] (Ill. App. 1886) An action of debt against a stockholder, under the insurance law of 1869, is for a penalty, and is subject to the two-year limitation.-Junker v. Kuhnen, 18 Ill. App. 478.

[i] (Ill. App. 1889) The provisions of Rev. St. c. 32, § 16, which make the directors and officers of a corporation whose indebtedness exceeds the amount of its capital stock personally liable for such excess if they assent thereto, are not penal, within the meaning of Rev. St. c. 83, § 14, which makes the lapse of two years a bar to an action for a statutory penalty.-Wolverton v. Taylor, 30 Ill. App. 70, reversed (Sup. 1890) 23 N. E. 1007, 132 Ill. 197, 22 Am. St. Rep. 521.

[j] (Ind. App. 1901) The cause of action given by Burns' Rev. St. 1894, $$ 5071, 5073, requiring corporations to make and publish an annual statement of their financial condition, and providing that, if no report is made, any person damaged by the failure to make a report can recover, from the officers failing to make the report, for all damages resulting from such failure, is not an action to recover a penalty, and hence the two-years statute of limi

tations is not a bar thereto.-St. John v. Stafford, 59 N. E. 1075, 26 Ind. App. 695.

[k] (La. Sup. 1887) An action under Rev. St. § 301, to enforce against the directors of a bank liability for having furnished false statements of the affairs of the bank to the state treasurer, is ex delicto, and prescribed by one year.-Knoop v. Blaffer, 6 South. 9, 39 La. Ann. 23.

[1] (La. Sup. 1887) An action under Rev. St. §§ 300, 301, to enforce the liability of the directors of a banking corporation for the debts of the bank, on the ground that they had participated in or assented to the bank's making loans and discounts while in an insolvent condition, is one ex quasi delicto, and prescribed by one year.-Knoop v. Blaffer, 6 South. 9, 39 La. Ann. 23.

[m] (Minn. Sup. 1892) An action by a creditor of an insolvent corporation against its directors to enforce the liability created by Gen. St. 1878, c. 34, § 142, providing that if a corporation shall violate the provisions of the act, and shall thereby become insolvent, the directors ordering or assenting to such violation shall be liable for debts contracted after such violation, is governed by the statute, which prescribes three years as the period of limitation in respect to actions upon "a statute for a penalty or forfeiture, where the action is given to the party aggrieved."-Merchants' Nat. Bank v. Northwestern Mfg. & Car Co., 51 N. W. 117, 48 Minn. 349.

[n] (Mont. Sup. 1896) An action to recover an indebtedness of a corporation from its trustees individually, on the ground that the corporation failed to make the annual report required by statute, is, as regards the question of limitation, one for a penalty, and, under Code Civ. Proc. 1887, § 45, must be commenced within one year from its accrual.-Bank v. Johnson, 45 Pac. 662, 18 Mont. 440, 33 L. R. A. 552, 56 Am. St. Rep. 591.

[o] (Neb. Sup. 1890) Comp. St. c. 16, § 136, which makes stockholders in a corporation liable for debts contracted by the corporation while its officers are in default in publishing an annual notice stating "the amount of all the existing debts of the corporation," does not impose a penalty, its purpose being to secure the rights of creditors, and an action to recover such debts is not barred in one year, under Code Civ. Proc. § 13, limiting actions to recover penalties or forfeitures.-Howell v. Roberts, 45 N. W. 923, 29 Neb. 483; Coy v. Jones, 47 N. W. 208, 30 Neb. 798, 10 L. R. A. 658; Bank v. Same, Id.

[p] (N. Y.) An action by a creditor of a manufacturing corporation incorporated under the general act of 1848, brought against its trustees for neglect to make the report required by section 12 of that act, and for declaring and paying dividends, while the company is insolvent, in violation of section 13, is "an action on a statute for a penalty," etc., and must be commenced within three years after the cause of action accrues.—(App. 1866) Bank v. Bliss, 35 N. Y. 412, affirming (Super. 1863) 24 N. Y. Super. Ct. 391, affirming in part (1861) 21 How. Prac. 365, 13 Abb. Prac. 225.

[q] (N. Y. App. 1900) Where the interest on bonds of a corporation fell due June 1, 1893, and the bonds matured on December 1, 1893, an action by the holder against the directors in office on those debts, brought May 15, 1896, under Stock Corporation Law, § 30, making them personally liable for all debts, as a penalty for failure to file the annual report as therein provided, was begun within the three years limited by Code Civ. Proc. § 394, since the right of action for the penalty did not accrue until the bonds matured.-Morgan v. Hedstrom, 58 N. E. 26, 164 N. Y. 224, affirming judgment and order (Sup. 1898) 49 N. Y. Supp. 1049, 25 App. Div. 547.

[r] (N. Y. Sup. 1890) An action against a director under Laws 1875, c. 611, making directors of corporations liable, on failure to file the annual report required, "for all the debts of the corporation then existing," is barred within three years thereafter, under Code Civ. Proc. § 383, limiting to that time "an action on a statute, for a penalty or forfeiture," and defaults in making such reports after the liability accrued did not aid plaintiff.-Chapman v. Comstock, 11 N. Y. Supp. 920, 58 Hun, 325.

[s] (N. Y. Super. 1870) Laws 1848, p. 54, c. 40, § 12, making the directors of a corporation severally liable for the corporate debts where the corporation neglects to annually publish a report of its financial condition, imposes such liability as a penalty; and hence an action against a director on an obligation

of the corporation is governed by Code Civ. Proc. § 92, subd. 2, requiring actions by private individuals, suing for themselves to recover penalties and forfeitures imposed by statute, to be brought within three years.-Nimmons v. Tappan, 32 N. Y. Super. Ct. 652.

[t] (N. Y. Err. 1841) Rev. Laws 1813, p. 187, § 6, limiting actions to recover a forfeiture on a cause arising on any statute to three years, applies to an action to enforce a stockholder's statutory individual liability for debts of the corporation.-Van Hook v. Whitlock, 26 Wend. 43, 37 Am. Dec. 246.

[u] (Ohio Sup. 1849) The individual liability of stockholders of a nonbanking corporation under Act 1816, § 11, and Act 1839, § 1, for notes issued by the corporation intended to circulate as money, arises ex contractu, and is not a liability in the nature of a penalty, and hence the liability is not barred by limitations until after a lapse of 15 years.-Lawler v. Walker, 18 Ohio, 151.

[v] (Ohio Sup. 1857) The liability imposed by Act Jan. 27, 1816, declaring that stockholders of any bank organized under such act shall be jointly and severally answerable for the whole amount of bills issued by the bank in violation of such act, being in the nature of a penalty for issuing notes in a form, and with a design to be circulated as money, the right of action therefor is barred within four years, under the statute of limitations, providing that any action for a forfeiture or penalty which is not limited by the statute creating such penalty shall be barred within four years after the right of action has accrued.-Lawler v. Burt, 7 Ohio St. 340.

[w] (Pa. Sup. 1856) The act of limitations of March 26, 1785 (section 6). providing that actions by the state on any penal act of assembly shall be instituted in two years, applies to an action against a bank, under Act April 16, 1850, § 47, requiring certain banks, on a specified penalty, to keep their notes at par; and the bank is not deprived of the limitation by failure to give notice that its notes were not kept at par.-Harrisburg Bank v. Commonwealth, 26 Pa. 451.

IV. SUSPENSION OR WAIVER OF STATUTE.

[a] (U. S. C. C. A., Ark., 1902) Under Sand. & H. Dig. Ark. § 1347, providing, if the president of a corporation neglect to make an annual certificate showing certain facts, as provided by section 1337, he shall be liable to an action founded on the statute for debts of the corporation contracted during the period of such neglect, the cause of action against the president accrues not later than maturity of the note given by the corporation for the debt, and the statute runs from then, though the note is renewed.-Bank v. Buford, 114 F. 290, 53 C. C. A., affirming judgment (C. C. 1901) 107 Fed. 188.

[b] (U. S. C. C., Or., 1898) The statutory right of action against the directors of a corporation for declaring dividends when the corporation is insolvent accrues, at least, when the debt is due; and neither an agreement for an extension between the corporation and the creditor, nor a part payment by the corporation, stops the running of the statute.-Patterson v. Thompson, 86 Fed. 85.

[c] (Colo. App. 1895) A corporate creditor cannot, to avoid the running of limitations against his claim, waive a default by the directors to file the statement required by Gen. St. § 252, and avail himself of a similar default in the following year.-Iron Co. v. Lenhart, 41 Pac. 834, 6 Colo. App. 511.

[d] (Me. Sup. 1850) Where the treasurer of a corporation obtained permission to borrow the funds in his hands upon giving his note secured by mortgage, and he applied the funds to his personal use upon giving his note without the mortgage, and thereafter charged himself with the annual interest on such amount down to a period within six years from the date of the writ, such charges are recognitions of the debt sufficient to remove the bar of limitation as against his liability as treasurer.-Bluehill Academy v. Ellis, 32 Me. 260.

[e] (Mont. Sup. 1896) The cause of action accruing in favor of a creditor against the trustees of a corporation who fail to file an annual report as required by statute is not renewed or extended by subsequent defaults in filing reports.-Bank v. Johnson, 45 Pac. 662, 18 Mont. 440, 33 L. R. A. 552, 56 Am. St. Rep. 591.

[f] (N. Y. App. 1885) An action against the trustees of a corporation for failure to make the annual report required by law is barred three years after the default. Only subsequent omissions on the part of the company to make a report can renew the liability.-Trinity Church v. Vanderbilt, 98 N. Y. 170. [g] (N. Y. App. 1898) Where the act of a corporation in receiving money on deposit is ultra vires, the running of the statute of limitations against the directors on their individual liability is not stopped by either credits of payments or charges of interest on the deposit account.-Chapman v. Lynch, 51 N. E. 275, 156 N. Y. 551.

[h] (N. Y. App. 1898) In an action against a director to recover a debt due by the corporation, under Laws 1875, c. 611, making directors liable for the debts of the corporation upon its failure to file its annual report, failures to file the annual report subsequent to the deposit do not stop the statute of limitations from running, or remove the bar thereof.-Chapman v. Lynch, 51 N. E. 275, 156 N. Y. 551.

[i] (N. Y. Sup. 1876) Action against trustees of a manufacturing corpora tion for neglecting to file report is barred in three years from time when it might be brought. It is not kept open by the fact that the neglect continues.Losee v. Bullard, 54 How. Prac. 319.

[j] (N. Y. Sup. 1881) Where trustees of a manufacturing corporation become liable to an action because of their failure to file the annual report required by law, the statute of limitations runs from the time of such failure, and their failure for several successive years thereafter to file their report does not extend the time within which suit may be brought against them.-Cornell v. Roach, 9 Abb. N. C. 275.

[k] (N. Y. Sup. 1896) Under Laws 1875, c. 510 (providing that, when a corporation fails to file an annual statement of its condition, the trustees shall be liable for debts contracted before such report is made), and Code, §§ 383, 415 (providing that actions against trustees on such claims shall be begun within three years from the time the action accrues), the limitation begins to run from the time the debt became due, and is not suspended by extensions granted without the knowledge of the trustee.-Blake v. Clausen, 38 N. Y. Supp. 514, 16 Misc. Rep. 400, 25 Civ. Proc. R. 310.

[1] (N. Y. Sup. 1896) The statute of limitations begins to run in favor of trustees who are liable for corporate debts because of their failure to file an annual statement (Laws 1875, c. 510) from the time the debt first became due and enforceable by action, and is not suspended by subsequent extensions, granted without the consent of the trustees.-Blake v. Clausen, 41 N. Y. Supp. 772, 10 App. Div. 223, affirming (1896) 38 N. Y. Supp. 514, 16 Misc. Rep. 400, affirmed (App. 1899) 53 N. E. 1123, 158 N. Y. 727.

[m] (N. Y. Super. 1870) Laws 1848, c. 40, p. 54, § 12, making directors of a corporation liable for its debts, where the corporation neglects to annually publish a report of its financial condition, creates a new and original liability for each successive default, and limitations run from the last default.-Nimmons v. Tappan, 32 N. Y. Super. Ct. 652.

[n] (Vt. Sup. 1875) Under a statute making the officers of a company personally liable for debts of the company contracted during the period of any neglect to perform a statutory duty, such liability accrues when the debt is contracted, and limitation is not arrested by the recovery of a judgment on the debt against the corporation.-Bassett v. Hotel Co., 47 Vt. 313.

(114 Fed. 290.)

CONTINENTAL NAT. BANK OF MEMPHIS, TENN., v. BUFORD.

(Circuit Court of Appeals, Eighth Circuit. March 12, 1902.)

No. 1,621.

CORPORATE OFFICERS-LIABILITY FOR CORPORATE DEBTS-LIMITATIONS-ACCRUAL OF CAUSE OF ACTION.

Under Sand. & H. Dig. Ark. § 1347, providing, if the president of a corporation neglect to make an annual certificate showing certain facts, as provided by section 1337, he shall be liable to an action founded on the statute for debts of the corporation contracted during the period of such neglect, the cause of action against the president accrues not later than maturity of the note given by the corporation for the debt, and the statute runs from then, though the note is renewed.

In Error to the Circuit Court of the United States for the Eastern District of Arkansas.

The Bank of Mammoth Springs was an Arkansas corporation, located at Mammoth Springs, in that state. On the 9th day of June, 1891, G. C. Buford, the defendant in error and defendant below, was elected president of the bank, and continued to be such until the 9th day of June, 1896. A statute of Arkansas under which the bank was organized, and which was in force during the period mentioned, contains the following provisions:

"Sec. 1337. The president and secretary of every corporation organized under the provisions of this act, shall annually make a certificate showing the condition of the affairs of such corporation, as nearly as the same can be ascertained, on the first day of January or of July next preceding the time of making such certificate, in the following particulars, viz.: The amount of capital actually paid in; the cash value of its real estate; the cash value of its personal estate; the cash value of its credits; the amount of its debts; the names and number of shares of each stockholder; which certificate shall be deposited on or before the 15th day of February or of August with the county court clerk of the county in which said corporation transacts its business, who shall record the same at length in a book to be kept by him for that purpose."

"Sec. 1346. The certificates required by sections 1334, 1337, 1343 and 1344, except certificates of transfers of stock, shall be made under oath or affirmation by the person subscribing the same; and if any person shall knowingly swear or affirm falsely as to any material facts, he shall be deemed guilty of perjury, and be punished accordingly.

"Sec. 1347. If the president and secretary of any such corporation shall neglect or refuse to comply with the provisions of section 1337, and to perform the duties required of them respectively, the persons so neglecting or refusing shall jointly and severally be liable to an action founded on this statute for all debts of such corporation contracted during the period of such neglect or refusal."

Sand. & H. Dig. Ark.

This action was commenced July 21, 1900. The complaint alleges that during the whole time the defendant was president of the bank he neglected to comply with the requirements of the foregoing provisions of the statute by making, swearing to, and depositing the certificate required thereby. It further alleges: "That on September 6, 1894, said Bank of Mammoth Springs became indebted to plaintiff in the sum of $2,500 by note for that amount due November 8, 1894. That on said date said note was renewed, and upon maturity of said renewal it was likewise renewed. These renewals continued from time to time, with occasional payments at some of the times of renewal, until May 20, 1897, when said Bank of Mammoth Springs, being then indebted to plaintiff in the sum of $1,150 as balance due on said original indebtedness, executed to the plaintiff its note for that amount due and payable three months after date. That on May 3, 1894, said Bank of Mammoth Springs was also indebted to the plaintiff in the sum of $5,000 by note, which, by the