To whom transferred. [322] corporation was duly organized, the defendant being one of the directors; that in September, 1866, having contracted many debts, and finding itself much embarrassed, it executed a deed of assignment, conveying and assigning in trust to trustees, for the benefit of all its creditors, all of its property, including the unpaid subscriptions to the capital stock, of which only twenty per cent had been called for by the president and directors; and that the trustees took possession of the assets November 1, 1866, and the business of the company ceased. Plaintiff further put in evidence the transcript of the record of the proceedings in the Chancery Court of the City of Richmond, referred to in plaintiff's declaration, in which, upon a general creditor's bill brought in 1871, against the said company, and its president and directors, and the surviving trustees in said deed of assignment, the court had, by a decree entered on the 14th day of December, 1880, adjudicated the indebtedness of the said company to require an assessment of thirty per cent of the unpaid subscriptions for the payment of the same, and the necessity and propriety of an assessment of thirty per cent upon the unpaid subscriptions for the payment of the said indebtedness, and the substitution of the plaintiff as trustee to receive and collect the said assessment; and then the plaintiff introduced in evidence the stock books of said company showing the following entries as to the defendant Hawkins: The defendant testified that he subscribed for two hundred and fifty shares under the following circumstances: That at the instance of three other citizens of North Carolina, viz., K. P. Battle, J. M. Hoge, and B. P. Williamson, he went to Richmond in the fall of 1865, and proposed to the parties superintending the reception of subscriptions, to take fifty shares each for the above named persons, and one hundred shares for himself, having in contemplation other parties who might wish to take fifty shares of this one hundred; that the superintendent suggested that it would be more convenient to place his name only upon the books as subscriber for the whole two hundred and fifty shares, and this was done, the initials of the three persons being at the same time indorsed as a memorandum on the subscription paper; that in January, 1866, when the company was organized, he, being one of the directors, informed the board of directors of the terms of his subscription as above, and no objection was made thereto; that he instructed the officer of the company whose business it was to issue certificates of stock to issue five for fifty shares each, three of them in the names of the above parties and two to himself, and at the same time paid two hundred and fifty dollars which had been assessed upon the two hundred and fifty shares, one hundred and fifty dollars of which he had received from his principals, but that he had receipted for such certificates upon the books of the company; that [323] A bill or note payable after demand or after no- | on commission or otherwise, in the absence of any In Webster v. Kirk, 17 Q. B. 944, it was held that a payee who had been sued by a subsequent holder of a dishonored bill could not in turn sue the drawer more than six years after the dishonor of the paper, although a much less time had elapsed since his own liability had been enforced. special contract relative thereto, the statute does not begin to run against the owner, until an account has been rendered or a demand has been made. Clark v. Moody, 17 Mass. 145; Topham v. Braddick, 1 Taunt. 572; Collins v. Benning, 12 Mod. 444; Baird v. Walker, 12 Barb. 298; Halden v. Crafts, 4 E. D. Smith, 490; Sawyer v. Tappan, 14 N. H. 352; Hutchins v. Gilman, 9 N. H. 360; Taylor v. Bates, 5 Cow. 379; Paschall v. Hall, 5 Jones, Eq. (N. C.) 108; Hays v. Stone, 7 Hill (N. Y.) 128; Krause v. Dorrance, 10 Pa. 462. In all cases of an open, continuing agency, a de- Where goods are consigned to an agent for sale, shortly afterwards the five certificates were The record of the Chancery Court of the City of Richmond shows that W. W. Glenn recovered judgment in the Superior Court of Baltimore City, against the express company, by default, June 8, 1869, which was entered up for $42,501.31, on assessment of damages, June 24, 1870, and that, on the 4th day of December, 1871, Glenn filed his bill on his own behalf and that of such other creditors of the express company as might become parties to the suit, against the express company, its president and directors, and the trustees named in the deed of trust, subpenas having issued on the 28th of November, 1871, which were served on two directors of the company. of the subscription to pay the company's debts, and stockholders could not be sued until a call had been made by the company; that doubts had been expressed whether the subscriptions passed by the deed; that, if they did, the trus tees could not sue without a call; and that equity demanded that money should be collected by a call and assessment upon all the stockholders. The bill prayed for a construction of the deed, the appointment of a receiver, an account, and the ascertainment of the amount necessary to be assessed for the purpose of paying the debts, etc., and for general relief. Nothing further was done until August 4. 1879, when an amended and supplemental bill was filed asking that the trustees be removed and a new trustee be appointed, and that if the company should make no assessment upon the stockholders the court might make one. This amended bill charged that nothing had been done by the company or the trustees in execution of the trust, or to pay creditors; that the books of the company had been retained by one of the two surviving trustees, who were nonresidents, the third trustee being dead, etc. It does not appear that process was issued against the company upon the original bill, but upon the amended and supplemental bill, a subpena was issed against it, its officers, directors, and The bill sets forth the recovery of the judg-trustees, and this was served upon two direc ment; that the trustees had collected little or nothing; that the visible property of the company had been seized by creditors in various States; that only twenty per cent had been [324] called for from the stockholders, of which the trustees had collected but little; that the valid ity and legal effect of the deed had been drawn in question in the courts of various States, and the operations of the trustees hindered; that it would be necessary to resort to the remainder In the case of a collecting agent, the cause of ac- | tors and a cashier of the company, and published for four weeks in a newspaper in the City of Richmond. The surviving trustees, Hoge and Kelly, filed answers setting forth in detail a variety of causes which had operated to delay and impede their proceedings, and furnished excuses for their apparent laches, particularly litigation in Maryland and New York, in which injuncsions were granted, and, in one of the suits, a 138; Codman v. Rogers, 10 Pick. (Mass.) 120; Richman v. Richman, 10 N. J. L. 114. The statute begins to run against the holder of a bill of exchange, upon protest and notice for nonacceptance, although the bill is not then due, and he does not acquire a fresh right of action on the nonpayment of the bill when due. Miller v. Hackey, 5 Johns. 384; Weldon v. Buck, 4 Johns. 144. Where a note is made payable in specific articles on demand, an action cannot be maintained thereon until a demand is made for payment. Stanton v. Stanton, 37 Vt. 411; Harbor v. Morgan, 4 Ind. 158. Where, as is the case with notes given to mutual insurance companies, premium notes are given, subject to assessment by the company, at such times and in such sums, not exceeding in all the sum for which the note is given, but not payable in full, at all events, the statute does not attach to the note at all, until an assessment is made by the company for the purposes contemplated and a demand is made therefor, or the method of notice provided by statute has been complied with, and then it attaches only to the amount assessed, and begins to run thereon from the date of notice or demand, leaving the balance unaffected by the statute. Hope Mut. Ins. Co. v. Perkins, 2 Abb. In other cases, it has been held that, in the case 151. In case property is sold or money loaned, to be retained without interest until called for or demanded, and no note is given therefor, the statute does not begin to run until demand is made. Sweet v. Irish, 36 Barb. 467: Thorpe v. Coombe, ε Dowl. & R. 347; Taylor v. Witman, 3 Grant Cas. (Pa.) Conn. 51; Howland v. Edmonds, 24 N. Y. 307; Howland v. Cuykendall, 40 Barb. 320; Sands v. St. John, 36 Barb. 628; Savage v. Medbury, 19 N. Y. 32; Sands v. Lilienthal, 46 N. Y. 541. But, in case the statute does not provide the manner in which notice of such assessment shall be given, the statute does not begin to run thereon receiver was appointed, to whom the books and papers of the company were consigned, and when returned, on the disposition of that case, after the lapse of some years, they were carried to New York. (325] A decree pro confesso was taken against the company in September, 1879, and an interlocutory order entered on the 6th of October following, referring the case to one of the com missioners of the court to take an account of the debts due by the company and the priorities thereof, and an account of its assets, etc., upon giving due notice by publication, which he did. The commissioner made report ascertaining the total of indebtedness, and the whole amount of unpaid stock; and he recommended an assessment of twenty per cent. By a supplemental report an increase of the assessment was recommended, and a decree was finally rendered, December 14, 1880, sustaining the deed of trust, substituting John Glenn as trustee, holding that the power to make assessment remained with the company after the deed was executed, finding the amount of the indebtedness and that there was no property to pay the debts except the eighty per cent unpaid of the capital stock, and ordering an assessment of thirty per cent, payable to Glenn, trustee, who was thereby authorized to collect and receive the same. Messrs. Samuel F. Phillips, W. H. Lamar, I. G. Zachry, Wilbur F. Boyle and John W. Dryden, for plaintiff in error: Interest upon the call accrued only from actual demand upon the defendant, and not from the date of the decree; the decree for a call was made in a suit begun against the company nearly thirteen years after it had stopped busi ness. Sanger v. Upton, 91 U. S. 56 (26: 220); Hunt v. Nevers, 15 Pick. 505; Glenn v. Saxton, 68 Cal. 353. scription to the 150 shares taken by him for solvent and named principals. Scovill v. Thayer, 105 U. S. 153 (26:973); Wisner v. Brown, 122 U. S. 214 (30: 1205) 2 Sm. Lead. Cas. 8th ed. 415. The cause of action did not accrue within three years. Williams v. Bankhead, 86 U. S. 19 Wall. 571 (22; 187); Richmond v. Irons, 121 U. S. 27, 51 (30: 864, 872); Clayton v. Cagle, 97 N. C. 300; Wood, Lim. § 208; Re Welsh Flannel & Troeed Co. L. R. 20 Eq. 360; Re Glen Iron Works, 20 Fed. Rep. 674; Diefenthaler v. New York, 111 N. Y. 331; Borst v. Corey, 15 N. Y. 505; Ogilvie v. Knox Ins. Co. 63 Ü. S. 22 How. 380 (16: 349); Payne v. Bullard, 23 Miss. 88; Curry v. Woodward, 53 Ala. 371; Allibone v. lager, 46 Pa. 48; Glenn v. Williams, 60 Md. 95; Glenn v. Howard, 2 Cent. Rep. 643, 65 Md. 40; McKim v. Glenn, 5 Cent. Rep. 776, 66 Md. 480; Glenn v. Soule, 22 Fed. Rep. 417; Scovill v. Thayer, 105 U. S. 143 (26:968); Glenn v. Semple, 80 Ala. 159; Atchison, T. & S. F. R. Co. v. Burlingame Township, 36 Kan. 628; Pittsburgh & C. R. Co. v. Byers, 32 Pa. 22; Morrison v. Mullen, 34 Pa. 12; Keithler v. Foster, 22 Ohio St. 27; Palmer v. Palmer, 36 Mich. 487. All persons materially interested, either legally or beneficially, in the subject matter of a suit, however numerous they may be, are to be made parties to it, either as plaintiffs or defendants, or should at least have notice of it, in order to bind them. 1 Dan. Ch. Pr. 190; Story, Eq. Pl. §§ 76-80; Pom. Eq. Jur. § 114; McVeigh v. U. S. 78 U. S. 11 Wall. 259 (20: 80); Ribon v. Chicago, R. 1. & P. R. Co. 83 U. S. 16 Wall. 446, 450 (21: 367, 368); Windsor v. McVeigh, 93 U. S. 274 (23: 914). The stockholder who is required to pay may compel his costockholders to refund or contribute to him their prospective pro rata or share of liability for the corporate debt he has The defendant is not responsible for the sub-paid. until demand is made therefor. Sands v. Annesley, 56 Barb. 598; Howland v. Cuykendall, 40 Barb. 320. When a check is given upon a bank in which the drawer has no funds, and in which he had none during the ensuing six years, the Statute of Limitations begins to run from the time when the check | was given; and in such cases no demand or presentment need be shown. Brust v. Barrett, 16 Hun, 409; Mohawk Bank v. Broderick, 10 Wend. 304; Fitch v. Redding, 4 Sandf. 130; Healy v. Gilman, 1 Bosw. 235; Johnson v. Bank of N. A. 5 Robt. 554. The lapse of six years is not a bar to an action to recover a deposit; the Statute of Limitations only begins to run from the time payment is demanded and refused. Thomson v. Bank of British N. A. 82 N. Y. 1. On a special deposit, the Statute of Limitations does not begin to run, until a demand has been made for the sum deposited. Smiley v. Fry, 1 Cent. Rep. 510, 100 N. Y. 262. A cause of action by a depositor against a bank to recover the amount of a check drawn by himn upon it, arises upon a demand and refusal of payment on presentation by the payee, and an action for such amount is barred after the lapse of six years therefrom. Bank of British N. A. v. Merchants Nat. Bank, 91 N. Y. 106, 111; Van Allen v. Am. Nat. Bank, 52 N. Y. 1; Viets v. Union Nat. Bank, 2 Cent. Rep. 751, 101 N. Y. 563 [reversing S. C. 31 Hun, 484]. Where a husband is custodian of the funds of his wife, investing her funds and making over the securities to her when demanded, the Statute of Limitations will not commence to run in his favor until demand and refusal. Hitchcock v. Wiltsie, 6 Dem. 255; S. C. 12 N. Y. State Rep. 144. The Statute of Limitations does not begin to run in favor of the indorser of a promissory note payable on demand, at a place specified, until demand is made in compliance with the terms of the contract and due notice of nonpayment; a demand by letter is insufficient. Merritt v. Todd, 23 N. Y. 28; Wolcott v. Van Santvoord,17 Johns. 248; Woodworth v. Bank of Am. 19 Johns. 892; Ferner v. Williams, 87 Barb. 10; Pardee v. Fish, 60 N. Y. 265; Herrick v. Woolverton, 41 N. Y. 581; Wheeler v. Warner, 47 N. Y. 519; Crim v. Starkweather, 88 N. Y. 339; Pierce v. Whitney, 29 Maine, 188; Lockwood v. Crawford, 18 Conn. 361; King v. Crowell, 61 Maine, 244; 1 Dan. Neg. Inst. 518; Chitty, Bills, 12th Am. ed. 415; 1 Pars. Bills & Notes, 371; Barnes v. Vaughan, 6 R. I. 259; Stuckert v. Anderson, 3 Whart. (Pa.) 116; Gillespie v. Hannahan, 4 McCord, L. 503; Hartford Bank v. Green, 11 Iowa, 476; Parker v. Stroud, 98 N. Y. 379 [reversing S. C. 31 Hun, 578]; Tredick v. Wendell, 1 N. H. 80; Doubleday v. Kress, 50 N. Y. 410. See also, as to individual liability of stockholders for corporate debts, note to Hatch v. Dana, 101 U. S., 25 L. ed. 885. Ogilive v. Knox Ins. Co. 63 U. S. 22 How. 880 (16:349); Pollard v. Bailey, 87 U. S. 20 Wall. 520 (22: 376); Godfrey v. Terry, 97 U. S. 171 (24: 944); Hatch v. Dana, 101 U. S. 205, 211 (25: 885, 886); Lamar Ins. Co. v. Hildreth, 55 Iowa, 248; Erickson v. Nesmith, 46 N. H. 371. The relation between the company and its stockholders with respect to the liability under his subscription contract, is the relation of debtor and creditor. Hatch v. Dana, 101 U. S. 205 (25: 885); Ogi. live v. Knox Ins. Co. 63 U. S. 22 How. 392 (16: 353); Stephens v. Fox, 83 N. Y. 313, 317. Notice by publication has no force or effect against persons or property in jurisdictions beyond the limits of the State. Prescott v. Gonser, 34 Iowa, 175; Hintrager v. Hennessy, 46 Iowa, 600; First Nat. Bunk v. Greene, 64 Iowa, 445; Palmer v. Palmer, 36 Mich. 488; Wright v. Paine, 62 Ala. 340. A trustee for the creditors of an insolvent corporation could, soon after his appointment, have sued the plaintiff in error directly by bill in equity without the necessity of a call. Hatch v. Dana, 101 U. S. 205 (25:885); Ogilive v. Knox Ins. Co. 63 U. S. 22 How. 350 (16:349). Messrs. Charles Marshall and John Howard, for defendant in error: This decree was binding upon the stockholders of the company, so far as the unpaid subscription to the capital stock of the company, in their hands, was concerned. Morgan Co. v. Allen, 103 U. S. 498 (26: 498); Pana v. Bowler, 107 U. S. 529 (27:424); St. Sawyer v. Hoag, 84 U. S. 17 Wall. 610 (21: 731); Clair v. Cox, 106 U. S. 350 (27: 222); Pennoyer Ex parte Schollenberger, 96 U. S. 374 (24: 853); v. Neff, 95 Ú. S. 714 (24:565); Windsor v. Mc- Vallee v. Dumergue, 4 Exch. 290; Bank of AuVeigh, 93 U. S. 274 (23: 914); D'Arcy v. Ketch-stralasia v. Harding, 9 M. G. & S. 661; um, 52 U. S. 11 How. 165 (13: 648); Thompson Ogilvie v. Knox Ins. Co. 63 U. S. 22 How. 387 v. Whitman, 85 U. S. 18 Wall. 457 (21:897); (16: 351); Sanger v. Upton, 91 U. S. 58 (23: 221); Galpin v. Page, 85 U. S. 18 Wall. 350 (21: Hall v. U. S. Ins. Co. 5 Gill, 484; Sagory v. 959). Dubois, 3 Sandf. Ch. 500. Plaintiff's suit was barred by limitation. The obligation to pay money subscribed to the stock of corporations as called for or required by the president and directors, is that of a debt payable on demand. Goshen & M. Turnpike Road Co. v. Hurtin, 9 Johns. 217; Howland v. Edmonds, 24 N. Y. 310; Stillwell v. Craig, 58 Mo. 24, 31; Upton v. Tribilcock, 91 U. S. 45 (23: 203).. No actual demand is necessary to set the statute in motion as to notes payable on demand, and also as to other money obligations. Angell, Lim. 6th ed. 93, 94, 95; 2 Dan. Neg. Inst. 1st ed. § 1215; Andress' App. 99 Pa. 421, 11 W. N. C. 294; McMullen v. Rafferty, 89 N. Y. 458; Easton v. McAllister, 1 Mo. 662; Codman. v Rogers, 10 Pick. 119. As between the creditors of an insolvent corporation and the stockholders, the unpaid stock is a debt due at once, without further demand. Henry v. Vermillion & A. R. Co. 17 Ohio, 187; Hatch v. Dana, 101 U. S. 205 (25:885); Marsh v. Burroughs, 1 Woods, 464; Holmes v. Shericood, 16 Fed. Rep.725; Crawford v. Rohrer, 59 Md. 600; Re Glen Iron Works, 20 Fed. Rep. 674: Sagory v. Dubois, 3 Sandf. Ch. 466, 492; Glenn v. Dorsheimer, 23 Fed. Rep. 696, 24 Fed. Rep. 536; Glenn v. Priest, 28 Fed. Rep. 908. Whenever the corporation ceases to do business, the liability of the stockholders becomes absolute. Thompson, Stockholders, § 291; Payne v. Bullard, 23 Miss. 91; Terry v. Anderson, 95 U S. 636 (24:367). The beneficent operation of the statute could not be stayed during the long period between the assignment of 1866 and the decree of 1880, by the mere neglect of the assignee to make a call or demand. Codman v. Rogers, 10 Pick. 119; Baker v. Atlas Bank, 9 Met. 198; Laforge v. Jayne, 9 Pa. 410; Pittsburgh & C. R. Co. v. Byers, 32 Pa. 22; Pittsburgh & C. R. Co. v. Graham, 36 Pa. 77; Morrison v. Mullin, 34 Pa. 12, 17; Shackamaxon Bank v. Dougherty, 20 W. N. C. 297; Franklin Sav. Bank v. Bridges, 20 W. N. C. 43: Baker v. Johnson Co. 33 Iowa, 154; The necessity for a call to enable the trustees to sue, is established by the decree and by repeated decisions. Robertson v. Sibley, 10 Minn. 330, 331; Chandler v. Siddle, 3 Dill. C. C. 477; Scovill v. Thayer, 105 U. S. 153 (26: 973). The power to make calls became itself a trust, and its execution became enforceable by a court of equity as any other trust. After executing the deed of trust, the company could not use its power to make calls on its stockholders for any other purpose, not even for its own corporate purposes, until it first exercised that power to effectuate the trusts of the deed. Perry, Trusts, 248 and note; Houldsworth v. City of Glasgow Bank, L. R. 5 App. Cas. 323-4; Ogilvie v. Knox Ins. Co. 63 U. S. 22 How. 387 (16: 351); Kansas Pac. R. Co. v. Atchison, T. & S. F.R. Co. 112 U. S.414 (28: 794). In Virginia, when a deed of trust is made by a debtor in favor of his creditors, the Statute of Limitations does not run against a creditor, so far as the trust fund created by the deed is concerned. Smith v. Washington City, V. M. & G. S. R. Co. 33 Gratt. 617; Bowie v. Poor School Soc. 75 Va. 300; Hambleton v. Glenn, 13 Va. L. J. 242. When the chancery court decreed that this assessment upon the stock should be paid to the trustee, the assumpsit created by the decree was as complete on the part of the stockholder as if he had been personally present in court. 2 Greenl. Ev. § 102, Hawkes v. Saunders, Cowp. 290; Second Nat. Bank v. Grand Lodge. F. & A. Masons, 98 U. S. 124 (25: 76); Gaines v. Miller, 111 U. S. 395 (28: 466). The following decisions involve all the questions presented by this record: Vanderwerken v. Glenn, 13 Va. L. J. 91; Glenn v. Semple, 80 Ala. 159; Lehman v. Glenn, 13 Va. L. J. 302; Semple v. Glenn, 13 Va. L. J. 305, Sayrr v. Glenn, 13 Va. L. J. 307; Morris v. Glenn, 13 Va. L. J. 224; Glenn v. Williams, 60 Md. 94; Glenn v. Clabaugh, 7 Cent. Rep. 391, 65 Md. 67; Glenn v. Howard, 2 Cent. Rep. 643, 65 Md. 40; McKim v. Glenn, 5 Cent. Rep. 776, 66 Md. 479; Glenn v. Orr, 96 N. C. 413; Glenn v. Saxton, 68 Cal. 353. 1328] Mr. Chief Justice Fuller delivered the opin- | v. Allen, 103 U. S. 498, 500 [26: 498, 502]; and lon of the court: "the stockholder has no right to withhold the Counsel for plaintiff in error contends that funds of the company upon the ground that he the decree of the Richmond Chancery Court was not individually a party to the proceedings making the call and assessment was void as in which the recovery was obtained." Glenn against him, because he was not a party to the v. Williams, 60 Md. 93, 116. In the last cited suit; that the cause of action was barred by case, which was an action to recover upon the the Statute of Limitations; that he was not re- assessment controverted here, the Court of sponsible upon one hundred and fifty shares of Appeals of Maryland passed upon the question the stock; and that interest should not have now before us, and held, in an able opinion by been allowed from the date of the call, but only Alvey, J., that the Richmond Chaucery Court from the time of the filing of the complaint. acquired jurisdiction over the express company The jurisdiction of the Richmond Chancery and the trustec; that that court had power and Court to settle the construction of the deed of jurisdiction to make assessments upon the untrust, to remove the original trustees and sub- paid subscriptions to raise funds to pay the corstitute another, and to ascertain the extent of the poration's debts, and its decree making such asliabilities and assets of the corporation, is not sessment was binding and effective "upon the [329] denied. It is conceded that the balance re- stockholders who were not in their individual maining unpaid on subscriptions to stock is a capacities parties to the cause;" that Glenn was trust fund for the payment of corporate debts, legally appointed trustee; and that the Statute and that a judgment obtained against a corpo- of Limitations began to run only from the time ration cannot be impeached except for fraud. the assessment was made by the decree of the But it is said that a binding assessment cannot court in Virginia, and could form no bar to the be levied without the presence of the stock-right to recover in the action. Sanger v. Upton, holders or service of process or notice upon them. Under the charter of this company a call could only be made by the president and directors, and was a corporate question merely, and in the situation of the company's affairs it was a duty to make it, failing the discharge of which by the president and directors, creditors could set the powers of a court of equity in motion to accomplish it. Executing in that regard a corporate function for a corporate purpose, it is difficult to see upon what ground it could be held that the court could not order an assessment operating upon stockholders, who would be bound if the president and directors had ordered it. Sued after such an order of court, the defendant does not deny the existence of any one of the facts upon which the order was made, but contends that there has been no call as to him, because he was not a party to the cause between creditor and corporation. We understand the rule to be otherwise, and that the stockholder is bound by a decree of a court of equity against the corporation in enforcement of a corporate duty, although not a party as an individual, but only through representation by the company. A stockholder is so far an integral part of the corporation that, in the view of the law, he is privy to the proceedings touching the body of which he is a member. Sanger v. Upton, 91 U. S. 56, 58 [23: 220, 221], in which case it is also said: "It was not necessary that the stock holders should be before the eourt when it (the order) was made, any more than that they should have been there when the decree of bankruptcy was pronounced. That decree gave the jurisdiction and authority to make the order. The plaintiff in error could not, in this action, question the validity of the decrce; and for the same reasons she could not draw into [330] question the validity of the order. She could not be heard to question either, except by a separate and direct proceeding had for that purpose." As against creditors there is no difference between unpaid stock "and any other assets which may form a part of the property and effects of the corporation;" Morgan County supra, is quoted from, and it is correctly stated In Hambleton v. Glenn, 13 Va. L. J. 242, [331] |