By a curative act the legislature, if otherwise empowered to pass the act, can cure a defective organization and thus remove all question of the validity of past as well as future acts of the corporation.1 Such an act would -not be special legislation.2 But whenever defects in the organization of a corporation exist, and the objection is urged in a collateral way by a person who has contracted with the bank, or is urged by the bank in order to escape liability, careful discrimination is necessary to ascertain whether the defect is something which is made a condition precedent to the organization of the corporation, without which it is provided by law that no business shall be done, or whether the defect is one which is made a step in the method of incorporation. The first condition will be examined in the next section; but as to any other kind of an act required by law to be performed by the corporators, the rule is that advantage of it can be taken only in a direct proceeding against the corporation in favor of the state. No other party has the right to set up the objection in a collateral way, neither one who has contracted with the corporation nor one who has participated in it.3 Nor can the corporation set up such a defect in order to escape liability.4 The very statement of the proposition involves the any liability against the corporators as individuals. Since the suit was brought upon the contracts of the bank, that disposed of the case. Then it was held that the association, being a private association for banking (bank of issue), the notes were illegal and void by reason of the positive prohibition of the statute against private banks of issue, citing Pennington v. Townsend, 7 Wend. 276; Bank of U. S. v. Os-born, 2 Pet. 527. But no attempt was made to recover in quasi-contract on the ground that the fact of unconstitutionality was unknown, or that the parties were not in pari delicto because a penalty was attached to the persons doing private banking. Had this been done, a most iniquitous result would have been avoided.

1 People v. Perrin, 56 Cal. 345. But see Sykes v. People, 132 I11 32.

2 Syracuse Bank v. Davis, 16 Barb. 188.

3 Bank of Port Jervis v. Darling, 91 Hun, 236; Pine River Bank v. Hodson, 46 N. H 114; Kellogg v. Douglas Co. Bank, 58 Kan. 43.

4 McDougald v. Bellamy, 18 Ga. 411; Bartholomew v. Bentley, 1 Ohio St. 37.