Syllabus. ing order made by this court, for further proceedings in conformity with the judgment of the Appellate Court, means what it says, that the further proceedings be in conformity with the judgment of that court, as shown by the record, and that merely, and not in conformity with its opinion. We see no cause to grant a rehearing, or to modify our final order in the case. Rehearing denied. HENRY ROOT V. THOMAS SINNOCK. Filed at Springfield March 23, 1887. 1. STOCKHOLDER'S LIABILITY for debts of the corporation—a charter construed. The charter of a private bank contained this proviso: "Provided, also, that the stockholders in this corporation shall be individually liable, to the amount of their stock, for all the debts of the corporation; and such liability shall continue for three months after the transfer of any stock on the books of the corporation:" Held, that the stockholders were each individually liable to pay to the creditors of the bank, not merely the balance unpaid upon subscriptions for stock, but to the extent of the nominal or face value of the stock held by them, for debts of the bank. 2. SAME what stockholders liable, as respects the time of ownership. Under such a statutory provision, it is not essential to the stockholder's liability that he be such at the time the creditor's cause of action shall have accrued. It is sufficient if he is a stockholder when the suit is brought against him. 3. The expression, "all stockholders," in the absence of any legislative indication to the contrary, must be regarded as including not only those who were such at the time the indebtedness was incurred, but all those who successively stand in their shoes in respect to the same stock. APPEAL from the Appellate Court for the Third District;heard in that court on appeal from the Circuit Court of Adams county; the Hon. CHARLES J. SCOFIELD, Judge, presiding. Statement of the case. This was assumpsit, by appellee, against appellant. The declaration contained two counts, as follows: "For that whereas, heretofore, to-wit, on the 26th day of March, A. D. 1869, at, to-wit, the county aforesaid, by a certain public law of the State of Illinois, entitled 'An act to incorporate the Union Bank of Quincy,' the Union Bank of Quincy became and was incorporated, and said Union Bank of Quincy was, on the first day of June, A. D. 1883, and was from thence hitherto, and down to the time of the closing of its doors, as hereinafter mentioned, hath been and was, engaged in the business of banking, at the city of Quincy, in said Adams county; and the said Union Bank of Quincy, on said first day of June, A. D. 1883, had, and from thence hitherto and down to the time of said closing of its said doors hath had and did have, a savings department connected with and constituting a part of its said banking business, in which said savings department said Union Bank of Quincy received deposits at interest, from divers and sundry persons. And the said plaintiff avers, that said Union Bank of Quincy, on, to-wit, the first day of September, 1884, was and still is indebted to said plaintiff in a large sum of money, to-wit, the sum of $7200, for so much money deposited by said plaintiff with said Union Bank of Quincy, in its said savings department, at different times between the first day of June, A. D. 1883, and the first day of February, A. D. 1884, and in the further sum of, to-wit, $500, for interest upon the moneys so deposited as last aforesaid; and said plaintiff further avers, that said defendant, on said first day of June, A. D. 1883, was, and from thence hitherto has been and still is, a stockholder in and owner of a large number of shares, to-wit, one hundred shares, of the capital stock of said Union Bank of Quincy, of the par value of $100 each share; and the said plaintiff further avers, that the said Union Bank of Quincy, during the month of May, A. D. 1884, and on, to-wit, the 15th day of said last named month, closed its doors and suspended pay Statement of the case. ments; and the said plaintiff further avers, that he did afterwards, to-wit, on the first day of August, A. D. 1884, make demand of said Union Bank of Quincy for the payment of the several sums of money so due him from said Union Bank of Quincy, but said Union Bank of Quincy then and there refused to make payment of the same; and the said plaintiff avers, that said Union Bank of Quincy, after the said closing of its said doors, never opened the same for the resumption of business, and never resumed business as a bank, but afterwards, on, to-wit, September 16, A. D. 1884, made an assignment to one John P. Mikesell, for the benefit of its creditors, by means whereof, and by force of the said act above mentioned, the said defendant became liable to pay said plaintiff the indebtedness so due and owing from said Union Bank of Quincy to said plaintiff, to the extent of the aggregate amount of the shares of stock so as aforesaid held by said defendant in said Union Bank of Quincy, reckoned at the par value of $100 per share, and being so liable, the said defendant, in consideration thereof, afterwards, to-wit, on the day and year last aforesaid, at, to-wit, the county aforesaid, undertook, and then and there promised to pay him, said plaintiff, said indebtedness last named, to the extent last aforesaid, on request. "And also for that, whereas, heretofore, to-wit, on the 26th day of March, A. D. 1869, at, to-wit, the county aforesaid, by a certain other public law of the State of Illinois, entitled 'An act to incorporate the Union Bank of Quincy,' the Union Bank of Quincy became and was incorporated, and said Union Bank of Quincy was, on the first day of June, A. D. 1883, and from thence hitherto, and down to the time of closing its doors, as hereinafter mentioned, hath been and was engaged in the business of banking at the city of Quincy, in said Adams county, Illinois, and said Union Bank of Quincy, on said first day of June, A. D. 1883, had, and from thence hitherto and down to the time of said closing of its said doors hath had and did have, a savings department connected with Statement of the case. and constituting a part of its said banking business, in which said savings department said Union Bank of Quincy received deposits at interest, from divers and sundry persons; and the said plaintiff avers, that said Union Bank of Quincy, on, to-wit, the first day of September, 1884, was and still is indebted to said plaintiff in a large sum of money, to-wit, the sum of $7200, for so much money deposited with said Union Bank of Quincy in its said savings department, at different times, between the first day of June, A. D. 1883, and the first day of February, A. D. 1884, and in the further sum of, to-wit, $500, for interest upon the money so deposited, as last aforesaid; and the said plaintiff further avers, that the said Union Bank of Quincy, during the month of May, A. D. 1884, and on, to-wit, the 15th day of said last named month, closed its doors and suspended payment; and the said plaintiff avers, that he did afterwards, on, to-wit, the first day of August, A. D. 1884, make demand of said Union Bank of Quincy for the payment of the several sums of money so as aforesaid due him from said Union Bank of Quincy, but the said Union Bank of Quincy then and there refused to make payment. of the same; and the said plaintiff avers, that at the time of the said closing of said doors of said Union Bank of Quincy, the defendant was and still is the owner of a large number, to-wit, of one hundred, shares of the capital stock of said Union Bank of Quincy, of the par value of $100 each share; and the defendant further avers, that said Union Bank of Quincy, after the said closing of its said doors, never resumed. the business of banking, but afterwards, on, to-wit, September 16, 1884, made an assignment to one John P. Mikesell, for the benefit of its creditors, by means whereof, and by force of the said act above mentioned, the said defendant became liable to pay said plaintiff the said indebtedness so due and owing from said Union Bank of Quincy to said plaintiff, to the extent of the aggregate value of the shares of stock in said Union Bank of Quincy so as last aforesaid owned by 23-120 ILL. Brief for the Appellant. said defendant, reckoned at said par value of $100 per share, and, being so liable, the said defendant, in consideration thereof, afterwards, on, to-wit, the day and year last aforesaid, at, to-wit, the county aforesaid, undertook, and then and there promised, to pay him, the said plaintiff, said indebtedness last aforesaid, to the extent last aforesaid, upon request, yet the said defendant, though often requested so to do, hath not paid the said indebtedness in this declaration, or any part thereof, but so to do hath wholly refused, to the damage of said plaintiff in the sum of $7500, and therefore he brings his suit." Appellant demurred, severally, to each count of the declaration, but the court overruled the demurrer, and appellant refusing to plead over, and abiding by his demurrer, the court gave judgment in favor of appellee. An appeal was prosecuted by appellant from this judgment, to the Appellate Court for the Third District, and that court gave judgment affirming the judgment of the circuit court. The present appeal is from that judgment of affirmance. Messrs. SIBLEY & POPE, and Mr. A. WHEAT, for the appellant: The proviso to section 7 of the charter has reference to the first provision of section 4, which relates to the unpaid portion of the stock. Being a proviso, it must be strictly construed. Potter's Dwarris on Stat. 118-120; 1 Kent's Com. 463; Minis v. United States, 15 Pet. 445; Voorhees v. Bank of the United States, 11 id. 471; Brown v. Juliet, 1 Scam. 260. Both at common law and in equity, whatever was paid on stock directly to the corporation, was a payment primarily made for the use of its creditors, and was a discharge of the liability of the stockholders for the debts of the corporation to the extent so paid. As to the portion not so paid, the creditor had no means of reaching it at common law, but could get relief only in a court of equity, and even there he would be |