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lected by him on all such claims as may have been proved to his satisfaction, or adjudicated in a court of competent jurisdiction. This provision, it is said, empowers the receiver to adjudicate claims, and gives his adjudication the force of a judicial decision; and it is urged that it is therefore in conflict with the provisions of section 1, article 6, of the constitution, which reads: "The judicial power is vested in one supreme court, in cir cuit courts, in probate courts and in justices of the peace." This provision was construed by this court in Shurbun v. Hooper, 40 Mich. 503, and Streeter v. Paton 7 Mich. 347. In Streeter v. Paton it was said: "By 'courts,' as the word is used in the constitution, we understand permanent organizations for the administration of justice, and not those special tribunals provided for by law, that are occasionally called into existence by particular exigencies, and that cease to exist with such exigencies." In Shurbun v. Hooper it was held that the statute providing for adjudication of claims against the estate of a deceased person before commissioners was not in conflict with this provision. Such a statute is not to be distinguished in principle from the one under consideration. If a special tribunal may be created to determine claims against the estate of a deceased individual, why may not such a tribunal be created to determine claims against a defunct corporation, subject, as the power conferred by the statute doubtless is, to a review by the court making the appointment? See Underwood v. McDuffee, 15 Mich. 361; Kennedy v. Gibson, 8 Wall. 499; Young v. Wempe, 46 Fed. 354; Citizens' Sav. Bank v. Ingham, Circuit Judge (Mich.) 57 N. W. 121.

Third, It is contended that the provisions of the act of 1887 creating the liability of stockholders is, so far as it attempts to fix that liability upon existing corporations, unconstitutional, for the reason that it impairs a pre-existing contract between the stockholder and the corporation. In this connection it is asserted that the amendment to the banking law adopted by the legislature of 1871 is inoperative, for the reason that it was not ratified by a vote of the people. Section 2 of article 15 provided that no general banking law shall have effect until the same shall, after its passage, be submitted to a vote of the electors of the state. We find it unnecessary to determine whether this provision of the constitution applies to amendments to general banking laws, as we think that, if it be assumed that the attempt to create a personal liability on the part of stockholders by the act of 1871 was ineffectual, still the provisions of the act of 1887, fixing the personal liability of stockholders in existing banks, must be upheld. The constitution (article 15, § 1) provides, in effect, that all laws passed providing for the formation of corporations under general laws may be amended, altered, or repealed. Under this reservation of power it is not an unwarranted or unconstitutional invasion of private rights to provide by subsequent legislation that, as to future contracts of the corporation, the stockholders shall be subject to a further liability. Instances of legislation of this character are not rare, and the question herein involved has been passed upon by numerous courts of last resort. The leading case is In re Oliver Lee Bank, reported in 21 N. Y. 9. In that case it was distinctly held that, under such a reserved power to alter or amend, the legislature might provide that the stockholder should, as to future debts contracted by the corporation, become liable to the amount of his capital stock, in addition to his paid subscription. Mr. Justice Denio,

follows: "It is said that the corporation could not, by any act or omission of its own, implicate its stockholders in a liability which they had not consented to assume, and which, on the contrary, they declared they would not incur. But they voluntarily consented to become stockholders upon the condition held out by the general banking law. One of these conditions was that the legislature might amend or alter the act, and in that way change and modify the constitution of the corporation. A change under this reservation might render their investment more or less profitable, and their position more or less hazardous. Whatever peril is entailed they consented to assume." This case was affirmed on appeal to the supreme court of the United States, and is reported under the title of Sherman v. Smith, 1 Black, 587. In Stanley v. Stanley, 26 Me. 196, the act creating the corporation was passed in 1833. A statute passed in 1837, making the stockholders personally liable for the debts of the corporation thereafter contracted, was held valid. In Gardner v. Insurance Co., 9 R. I. 194, the question was distinctly raised, and the court reached the same conclusion as that stated in the Öliver Lee Bank Case. The court say: "The legislature have reserved the power at any time to alter or repeal the charter, or any of its provisions. The corporators accepted this provision, and agreed that its provisions might be changed; and every purchaser of stock in the company has assented to these terms, and has agreed to hold his shares subject to this liability to change." In Gray v. Coffin, 9 Cush. 192, in considering the effect of an act passed subsequent to the formation of a corporation, Chief Justice Shaw, at page 200, said: "This act was general in its nature, extended to members of all corporations, providing to what extent they should be liable to the claims of creditors, and all persons dealing with and becoming creditors of any corporation. It was future and prospective in its operation, regulating the rights of debtor and creditor as they should afterwards arise, expressly securing any right acquired by any person against a holder of stock in any corporation by force of existing laws. It had no tendency to impair, or in any way affect or modify, any power, privilege or immunity pertaining to the franchise of any corporation, and therefore seems to be within the just limits of of legislative power." The case of Ireland v. Turnpike Co., 19 Ohio St. 369, is cited by counsel as asserting a contrary doctrine. We do not find, from an examination of that case, that the effect of a reservation of the power to alter, amend, or repeal a charter was considered. It is contended that Detroit v. Detroit & H. P. R. Co., 43 Mich. 140, 5 N. W. 275, is inconsistent with the plaintiff's contention, and with the case above referred to. We do not so construe the opinion of Mr. Justice Cooley in that case. That case involved the question of whether vested property rights might be taken from the corporation without condemnation by virtue of the reserved power to alter or amend. The question, as here presented, relates to the power to affect, by amendatory legislation, the rights and liabilities of corporations and stockholders as to future contracts and undertakings.

4. It is claimed that the plaintiff has not shown himself entitled to recover, for the reasons that there was no proper allowance of the claims by the receiver; that the notice required to be given under section 56, calling upon creditors to prove their claims, was irregular and insufficient, and that, therefore, the receiver had no jurisdiction to pass upon the claims. This contention can only be sound if it be held that the receiver

can hear no claims until after the expiration of the full twelve weeks from the time of the first application. We do not think the section in question is open to this interpretation. It was not intended to postpone action for this time. On the contrary, the provision as to notice is for the benefit of the creditors, and where, as in this case, a sufficient number of them act upon brief notice to show a liability upon the part of defendant for the full amount of his stock, he can safely trust the equity courts to protect creditors of the bank. We have considered all the points relied upon, and find no error in the record. The judgment will be affirmed, with costs. The other justices concurred.








No. 162.


Organized May 29, 1893,

R. A. WATTS, President; B. E. TOBIAS, Cashier.

DIRECTORS-Richard A. Watts, Channing Whitney, Arthur D. Gilmore, Seth Bean, Rob H. Bradley, Geo. A. Wilcox, Wm. E. Jewett, R. A. Kaiser, Charles G. Wesley, Adolph Wheeler, W. O. Hunt, Daniel Todd.

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