Whether the liability created by these statutes is joint or several has an important bearing upon the remedy to be adopted in order to enforce it. It seems plain that where the statute places no limit upon the extent of the liability it is joint.1 But wherever there is a limit placed upon the liability, as, for example, where it is in proportion to the stock up to a certain amount, or where it is double the value of the stock held, the liability must be a several one.2 The reason for this distinction is plain: in the first case, unless the liability be joint, one stockholder could be sued for all the debts of the institution; but in the second case, the liability being of a varying amount as to different stockholders, it must be several. It is true that some statutes declare that the stockholders shall be jointly and severally liable, or as partners,3 yet, if the liability is in proportion to the stock, it must be several. Therefore, as to any of these statutes, it is a confusion of terms to say that the liability is that of partners,4 even where the statute makes the corporators liable for all debts to the amount of their stock, regardless of any exhaustion of the assets.5 Since the liability is generally several, if it is ratable there can be no increased liability thrown upon one stockholder by reason of the fact that there are insolvent stockholders,6 although if the liability is joint that result is obtained, in effect, by a judgment against the joint obligors, and a levy of execution upon those able to respond. A distinction is made in these statutes between a provision rendering a stockholder individually liable to an amount equal to his stock, and a provision making the stockholders responsible to the amount of their stock equally and ratably, or not one for the other.7

4Appeal of Gunkle, 48 Pa. 13; Baker v. Atlas Bank, 9 Met. 182. 5 See 3 Am. St. R 836.

6 See last note.

7 See 2 Morawetz on Corp., sec. 879; Hewett v. Adams, 54 Me. 206; Sterne v. Atherton, 51 Pac. R 791 (Kan.).

8 Hastings v. Barnd, 75 N. W. R 49; McLaughlin v. O'Neil, 51 Pac. R. 251; Pickering v. Hastings, 76 N. W. R 587.

9 State v. Union Stock Yards Bank, 70 N. W. R 752 (Iowa); Barnes v. Arnold, 51 N. Y. Supp. 1109.

10 Hobart v. Johnson, 8 Fed. R 493; Irons v. Manuf. Nat. Bank, 21 Fed.

R 197; Fuller v. Ledden, 87 111. 310; Coleman v. White, 14 Wis. 762; S. C, 80 Am. Dec. 797; Schalucky v. Field, 124 I11. 617; S. C, 7 Am. St. R 397; Mitchell v. Beckman, 64 Cal. 117.

11 Wilson v. Book, 13 Wash. 676. But this opinion amounts only to saying that the assets must be exhausted. See 3 Am. St. R 851, in note.

12 New England Bank v. Newport Steam Fac, 6 R I. 154; Van Horn v. Whitlock, 26 Wend. 43.

13See 3 Am. St. R 835, in note.

1Shafer v. Moriarity, 46 Ind. 9; Deming v. Bull, 10 Conn. 409.

2 Kennedy v. Gibson, 8 Wall 498; United States v. Knox, 102 U. S. 422.

3 See Thompson v. Meisser, 108 I11. 359. See note 7, infra.

4 2 Morawetz on Corp., sea 878. See Coleman v. White, 14 Wis. 700.

5 Culver v. Bank, 64 I11. 528. See also Matthews v. Albert, 24 Md. 527; Norris v. Johnson, 84 Md. 485.

6 United States v. Knox, 102 U S. 422; Crease v. Babcock, 10 Met 524. This must be so where the statute is held to impose a liability equally and ratably upon stockholders. See In re Hollister Bank, 27 N. Y. 393. 7 Dupee v. Swigert, 127 I11. 494 The reason is that the first provision makes the stockholder liable for that amount regardless of the situation of the other stockholders, but the second provision requires a computation of the whole liability and a division thereof according to the amount of stock held.