same mutual relation to each other as if the marriage had been actually binding and valid; and this whether the marriage should be afterwards annulled or not. So that whenever the relation between such parents and their children is involved in any suit, the court having jurisdiction thereof may, for the purposes of such suit, determine the whole question.

The complaint alleges that the child has been supported by the plaintiffs as a pauper since June, 1856, which is a sufficient allegation that the town has incurred expense. And though made and signed by the attorney in behalf of the town, we think it is sufficient.

The testimony reported does not show the amount expended previously, nor the probable cost of supporting the child in future. Judgment must be rendered for the complainants, the amounts to hʊ fixed upon a further hearing.

Judgment for plaintiffs. Parties to be heard in damages at nisi prius.

TENNEY, C. J., and HATHAWAY, Cutting, May and GOODENOW, JJ., concurred.

LIABILITY FOR SUPPORT OF POOR RELATIONS: See Colebrook v. Stewartstown, 64 Am. Dec. 275, and note 279-281, citing many cases, and among them the principal case.

WHAT LAW GOVERNS VALIDITY OF MARRIAGE: See True v. Ranney, 539 Am. Dec. 164, and note.

MARRIAGE DURING EXISTENCE OF PRIOR VALID Marriage, Validity of: See Smith v. Smith, 46 Am. Dec. 121, and note 130–134; note to Gathings ▼. Williams, 44 Id. 54.

COFFIN v. RICH.

[45 MAINE, 507.]

CHARTER GRANTED TO CORPORATION IS CONTRACT WITH STATE, OBLIGATION OF WHICH CANNOT BE IMPAIRED by subsequent legislation; but nevertheless, corporations, like natural persons, are subject to remedial legislation, and are amenable to general laws.

STATUTE PROVIDING THAT STOCKHOLDERS IN CORPORATION SHALL BE PKBSONALLY LIABLE for corporate debts is constitutional and valid so far as it applies to debts subsequently contracted.

STOCKHOLDERS OF CORPORATIONS ARE PERSONALLY LIABLE TO CORPORATION CREDITORS only by virtue of express provision of statute, there being no privity of contract between them; and the repeal of such a statute does not impair the obligation of any contract.

CREDITOR HAS NO VESTED RIGHT AGAINST INDIVIDUAL STOCKHOLDERS OF CORPORATION until he has recovered his judgment against them.

WHERE LANGUage of Statute 18 CLEAR AND PLAIN, COURTS CANNOT CONSIDER CONSEQUENCES in construing it so as to give it a construction dif ferent from its natural and obvious meaning.

WHERE STATUTE IS REPEALED AND RE-ENACTED, WITH SOME CHANGES, at the same time, both statutes may be considered together in giving a con. struction to the latter, but the act repealed has no force except so far as it is continued in force by saving clauses and exceptions.

LEGISLATURES HAVE AUTHORITY TO ENACT RETROSPECTIVE LAWS AFFECT ING REMEDIES ONLY, but if such laws impair vested rights or create personal liabilities, they are unconstitutional and void.

ACTION by creditor of corporation against stockholders, to recover amount of judgment against corporation. The facts are stated in the opinion.

Bradbury, for the plaintiffs.

H. W. Paine, for the defendant.

By Court, DAVIS, J. In March, 1857, the plaintiffs recovered judgment against the Kennebec and Portland Railroad Company for the sum of one thousand nine hundred dollars and thirty-eight cents. The debt which was the basis of this judgment was contracted in 1855. The defendant was at that time and ever since has been a member of said company, owning twenty-two shares of the capital stock, of the nominal value of one hundred dollars each. The plaintiffs, being unable to find corporate property to satisfy their judgment, instituted proceedings against the defendant as a stockholder, to render him personally liable to them. The defendant admits the regularity of the proceedings, but he denies that the stockholders are in any case personally liable for the corporate debts.

By the act of February 16, 1836, the individual property of stockholders was made liable for the corporate debts of all corporations thereafterwards created, each member being liable for a sum equal to the amount of his stock. This act preceded the charter of the Kennebec and Portland Railroad Company, the latter having been granted in April of the same year; and we are satisfied, notwithstanding the very ingenious argument of the counsel for the defendant, that the corporation was subject to its provisions.

By the revised statutes of 1841, the act of 1836 was repealed, and a new provision, substantially the same, but differing in some respects, was enacted to take the place of it. And it is contended that the legislature, having abrogated the liability imposed upon stockholders by the former act, had no right to impose it again upon members of corporations already char

tered. It is argued that a statute making stockholders personally liable for the corporate debts, if applied to existing corporations, would be a substantial change of their charters, by imposing new liabilities, and would therefore be unconstitutional as impairing the obligation of contracts.

It is true that whatever rights are conferred upon a corporation by its charter are irrevocable, and cannot be controlled by any subsequent statute, unless power for that purpose be re served: Wells v. Stetson, 2 Mass. 146. The charter is a con tract between the state and the corporation, which the constitu tion protects from being impaired by any subsequent legislation. Nichols v. Bertram, 3 Pick. 342. "Nothing is better settled than that a charter, when accepted by the comvoration, becomes a contract which cannot be modified or impaired in its obligation without the consent of the corparotion:" Nichols v. Somerset etc. R. R. Co., 43 Me. 351.

But it does not follow that such corporations are altogether beyond the supervision and control of the legislature. In theory, the body corporate is a person, and like natural persons, i amenable to general laws. The imposition of a tax upon corporations is no violation of their rights and privileges: Providence Bank v. Billings, 4 Pet. 514; Commonwealth v. Eastern Bank, 10 Pa. St. 442; and they are subject generally to remedial legislation like individuals: Brown v. Penobscot Bank, 8 Mass. 445. Is it any infringement of their charters for the legislature to enact a law prospective in its operation making the stockholders personally liable for the corporate debts contracted while they are members?

This question was before the supreme court of Massachusetts, in the case of Gray v. Cffion, 9 Cush. 192. And it was there held that a statute "providing to what extent the members of all corporations shall be liable to all persons dealing with and becoming creditors of any corporations" was binding upon existing corporations; and that it rendered the stockholders in such corporations personally liable for corporate debts subsequently contracted. This decision was placed on the ground that, though the statute imposed new personal liabilities upon the members, it did not affect the corporation as such. It had no tendency to impair, or in any way to affect or modify, any power, privilege, or immunity pertaining to the franchise of any corpora tion; and it therefore seems to be within the just limits of legisla tive power."

We are satisfied that this decision was correct, and that it is AM. DEC. VOL LXXI-36

conclusive upon one of the questions raised in the case before us. Though the statute of 1836 was repealed in 1841, a new statute was then enacted, making members of corporations personally liable, to the amount of their stock, for all debts contracted during their membership. The charter of the Kennebec and Portland Railroad Company, though granted previously, had not then been accepted; and the company was not organized until several years afterwards. When the stockholders became members of the corporation, they knew that the law held them personally responsible for the corporate debts. Such was the law when the contract was made between the plaintiff and the corporation; the defendant was a stockholder at the time, and if there had been no change in the statute since that time, there could be no doubt of the defendant's liability.

A more difficult question still remains. Members of corpora tions were made personally liable for the corporate debts, by the statute of 1841; but this statute was repealed in 1856. When the statute of 1836 was repealed by that of 1841, "pending suits," and all "liabilities, rights, and obligations already affected," were saved from the operation of the repealing clause. But in the repealing act of 1856 there is no saving clause, except of "suits and processes then pending." This does not embrace the suit before us, as it was not commenced until 1857. We are therefore brought directly to the question, whether the legislature of 1856, by repealing the statute imposing per sonal liability upon the stockholders for the debts of the cor poration, did not thereby absolve them from all such liability for cor porate debts contracted before that time?

If, at the same time, and as a part of the repealing act, a new provision similar in substance had not been enacted, it would hardly be contended that the liability continued. There is no privity of contract between the creditors of the corporation and the individual members. They are, therefore, not personally liable, unless this liability is expressly imposed by statute: Andover v. Flint, 3 Met. 539. "Such liability," says Shaw, C. J., in the case of Gray v. Coffin, 9 Cush. 192, "is a wide departure from the established rules of law, and is, therefore, to be construed strictly, and is not to be extended beyond the limits to which it is carried by positive provisions of statute." As this remedy against stockholders does not arise from any contract with them, but is given only by positive statute, therefore a repeal of the statute does not impair the obligation of any contract. The legislature have power to take away by statute what was given by

statute, except vested rights:" People v. Livingston, 6 Wend. 526. And the right of the party, when it exists only by statute, "does not become vested till after judgment:" Oriental Bank v. Freeze, 18 Me. 109. The statute of 1841 was repealed in 1856, excepting from the operation of such repeal only "suits and processes pending" at that time. No persons except those who had already recovered judgments against stockholders, and whose actions had then been commenced, can any longer invoke its aid.

It is said, however, that the legislature could not have intended by this repeal to change the existing liabilities of members of corporations; and that they must have intended to save, not only pending actions, but pre-existing liabilities also. Why they did not except such liabilities from the operation of the repealing act is not for us to say. Whether by design or mistake, the effect is the same. It is only when the words of a statute are obscure or doubtful that we have any discretionary power in giving them a construction, or can take into consideration the consequences of any particular interpretation. "If the meaning of statutes is doubtful, the consequences are to be considered in the construction of them; but if the meaning be plain, no consequences are to be regarded, for that would be assuming legislative authority:" 4 Bac. Abr. 652. The saving cluse in the act of 1856 is not obscure or doubtful, but it is clear and distinct; and it excepts nothing but "suits and processes pending under or by virtue of" the act repealed by it.

"Courts of law are expressly bound by the statute. When the legislature in the same statute gives an extension of time in certain specified cases, it would be an assumption of legislative authority to introduce any other proviso:" Troup v. Smith, 20 Johns. 33. "Whenever the situation of the party was such as, in the opinion of the legislature, to furnish a motive for excepting him from the operation of the law, and the legislature had made the exeeption, it would be going far for this court to add to those exceptions:" McIver v. Ragan, 2 Wheat. 29. "If the legislature makes no exception, the courts of justice can make none, as this would be legislating:" Bank v. Dalton, 9 How. 522.

There can be no doubt, therefore, that the repeal of the statute of 1841 by that of 1856 defeated all rights under the former, except those which had already become vested by a judgment, or were saved by an action already commenced. No further' proceedings can be had under a statute which has been repealed: