civil actions," embraced, in substantial confor's "SEC. 30. The preceding act shall not affect at or stockholders of a re The Code of Civil P March 11, 1672, re-ena of the Act of 150, in 17 since remained the law. Whatever view may ing character of sertive': stitution of Califor: ia to the power of the Lof the Act of 15. petual by the Code By the Act of Ap amending the Act railroads, the clau amended to read as! "But the - his proportio tracted by the be a stocki company sha the creditors of company, contrades covery of which joint or several actions may be prescribed by such creditor." Whether the Act of 1861, or the amendatory Act of 1863, be deemed to apply to the case in hand, it is certain that it is to be construed in connection with section 30 of the Act of 1850, and as if that were annexed as a proviso to the statute defining the liability of stockholders--construed, that is to say, as if the act prescribing the liability had in itself contained the 30th section of the Act of 1850, so as to read that the stockholders of the company shall be individually liable to the creditors of the company for debts and liabilities of such company, provided that actions to enforce the liability be brought within three years after the liability was created. Liability of Stockholders is Always Created and Limited by Statute. The liability, in any form or to any extent, of a stockholder of a corporation for the debts of the corporation, not existing at common law, but being purely statutory, is necessarily limited, qualified and conditioned by the statutes of the State which creates it. These statutes measure the right as well as define the remedy. And such statutory restrictions of the right and the remedy are universal, and must be applied in whatever forum the liability is sought to be enforced. The provision of the 30th section of the Act of 1850 is not, strictly or properly speaking, merely a limitation of the action to enforce the stockholder's liability, but is a strict condition of the existence of the liability; so that the liability of the stockholder does not exist for the debt of a corporation which, by the terms of its creation, is not to mature within three years from such creation. The necessary consequence is that, for the bonds of the United States loaned to the Central Pacific Railroad Company, for which no debt was to mature for thirty years from the time of the issue of the bonds, there never was any individual liability of the stockholders of that company. The case presented is not one of a waiver of an existing liability of the stockholder, but of the creation of a debt of a corporation for which there was not, and could not be, owing to the nature of the debt, any liability whatsoever of the stockholder. It matters not that the statute prescribing the liability of stockholders for the debts of a corporation is a distinct statute from the statute prescribing the condition of that liability. The power that creates the liability may in its own way prescribe the condition; but here the condition was prescribed by a statute already in existence before the statute which created a stockholder's liability, and continued in force ever since. "All consistent statutes which can stand together, though enacted at different dates, relating to the same subject and hence briefly called statutes in pari materia, are treated prospectively and construed together as though they constituted one act. This is true whether the acts relating to the same subject were passed at different dates separated by long or short intervals, at the same session, or on the same day" (40 cases cited). Sutherland on Stat. Construct., § 283. The case of Fourth National Bank v. Francklyn, 120 U. S., 747, is a sufficient authority, for the purposes of this case, for the general doctrine that as the liability of stockholders is purely a creature of statute, limits of time, or other limitations imposed by the statutes of the State creating the liability, necessarily enter into the liability as an essential condition of its existence. Mr. Justice GRAY there says (p. 755): "The question of the manner in which the liability of stockholders under the statutes of the State which creates the corporation may be enforced in the Courts of the United States, is not a new one in this Court. In the leading case of Pollard v. Bailey, 20 Wall. 520, under a statute of the State of Alabama incorporating a bank, and providing in one section that the stockholders should be bound respectively for all the debts of the bank, in proportion to their stock, holden therein' and in other sections, that they might be charged by a bill in equity, it was held that the remedy prescribed in these sections was the only one, and a creditor of the bank could not maintain an action at law against the stockholders in the Circuit Court of the United States; and the Chief Justice in delivering the judgment affirmed the following principles, which have been constantly adhered to in subsequent cases: The individual liability of stockholders of a corporation for the payment of its debts is always a creature of statute. At common law it does not exist. The statute which creates it may also declare the purposes of its creation, and provide for the manner of its enforcement. The liability and the remedy were created by the same statute. This being so, the remedy provided is exclusive of all others. A general liability created by statute, without a remedy, may be enforced by an appropriate common law action, but where the provision for the liability is coupled with a provision for a special remedy, that remedy, and that alone, must be employed.' Pursuant to these principles this Court has repeatedly held that suits, either at law or in equity, in the Circuit Court, by creditors of a corporation to enforce the liability of stockholders under a State statute, are governed by the statute of limitations of the State. * * * "In all the diversity of opinion in the courts of the different States upon the question of how far a liability imposed upon stockholders in a corporation by the law of the State which creates it, can be pursued in a court held beyond the limits of that State, no case has been found in which such a liability has been enforced by any court, without a compliance with the conditions applicable to it under the legislative acts and judicial decisions of the State which creates the corpo |