J IN nm sryrm ms. co. 29
has been further considered. The controversy is in relation to an or-
der made by the district court on July 8, 1880, which declared that
every person who was a holder of unpaid or partially-paid stock, in
the company on the twelfth day of January, 1871, was liable for the
amount then remaining unpaid upon such shares of stock, in such sum
as was necessary to _pay the debts of the company which had ac-
crued,or might thereafter accrue, upon all policies of insurance issued
by the company prior to that day; and an order making an assess—
ment of 12s per cent.; and an order declaring that those stock-
holders who, within 60 days, should pay to the assignee $10 per
share of the stock, were entitled to receive la receipt in full of all
their assessments, and be forever discharged from all liability. On
{the twelfth day of January, 1871, at an annual meeting of the
stockholders of the company, a resolution was unanimously passed
by which the capital stock of the company was reduced to $500,000,
it having been originally fixed at $10,000,000, upon which there had
been 24 per cent. paid; 20 per cent. originally, and 4 per cent. hav- ‘
ing been added as an assessment levied to make good the impairment
of the capital stock. The resolution of the twelfth of January, 1871,
adopted as a by-law, declared that the outstanding certificate of stock
should be canceled, and full-paid certihcates for 20 per cent. of the
canceled certificates issued. J
The company became insolvent, and it was necessary to resort to
the stockholders in order to pay the creditors of the company. The
district court held, and in that opinion this court concurred, that the
reduction of the stock did not relieve those who were stockholders at _
the time from their liability on the contracts then existing against the
company, but that the stockholders to whom the full-paid stock was
issued were not liable individually on contracts made after January
12, 1871. ·
The main controversy in the case grows out of the fact that the
assignee has paid to the various creditors about 40 per cent. of the
claims which have been proved, including the claims on contracts
existing at the time the stock was reduced. No part of this 40 per
cent., however, came from_the stockholders whose stock had been
reduced, and to whom full-paid stock had been issued, but from other _
assets of the company. It would seem upon principle that in the
case of the insolvency of a company like this, that all its assets and
all liability of the stockholders for the payment of the debts ought
to be used for that purpose. In other words, that all obligations
ought to be met anddischarged in order to pay the debts of the com-