in the case of Griswold v. Seligman, 72 Mo. 110, and those following it, never had my entire concurrence, and one member of the court dissented, and I am now satisfied that I should not have given even the partial concurrence which I expressed. The supreme court of the United States, every member of that bench concurring, has, since Griswold v. Seligman, supra, was decided by this court, announced doctrines in conflict with our rulings in that case. The court of appeals of Maryland placed a different construction upon their statute, of which ours is a copy, from that which we announced in Griswold v. Seligman, supra; and the commissioners of appeal of the state of New York, also, in the construction of a similar statute of that state, followed the decision in Maryland; and while we are under no obligations to yield our own and adopt the opinions either of the supreme court of the United States or of the appellate courts of sister states, it is our duty to receive light on doubtful questions, from whatever source it may come. It does not become us to shut our eyes to what other respectable courts have held, and blindly follow what we have decided, because we have decided it. As we said in State v. Brassfield, 67 Mo. 34: "In cases appealed from this court to the supreme court of the United States we are bound by its mandates, but in other cases we are no more bound by its decisions than by those of any other respectable court."

Nor has the doctrine of stare decisis any application in this case. No rule of property was settled by the case of Griswold v. Seligman, supra. No one can possibly have given credit to the bankrupt corporation, on the faith of the ownership of this stock by the Seligmans since that judgment was rendered; and there is no principle of law or equity to prevent us from rectifying the error we committed in that case, and announcing what we are now satisfied are correct principles of law. The judgment is reversed.

SHERWOOD, J., dissented.

HOUGH, C. J. I am still of opinion that section 9, article 11, Wagner's Statutes, page 301, is not applicable to this case. That section provides that the person holding stock as collateral security shall not be liable as a stockholder; "but the person pledging such stock shall be considered as holding the same, and shall be liable as a stockholder accordingly." This statute, I think, clearly applies to stock which has been regularly issued by the company, and which has been pledged by

the holder thereof; for I cannot imagine that the legislature ever contemplated that the corporation itself should be held "liable as a stockholder" of its unissued stock. Undoubtedly, if all the stockholders of a corporation consent, the unissued stock may be sold for a nominal consideration, or be given away to any one they may select as the object of their bounty, and the person receiving such stock could not be made liable to the corporation for the full value thereof, but such person might nevertheless be held liable by creditors of the corporation for such proportion of the value thereof as remained unpaid. I conceive it to be against public policy to permit a corporation to put its unissued stock, to an amount sufficient to control the affairs of the corporation, in the hands of a person who is in no event to incur any responsibility as a stockholder to creditors, by holding and voting the same, and thus managing and controlling the affairs of the corporation.

LIABILITY OF HOLDER OF STOCK AS COLLATERAL. -The case of Burgess ▼. Seligman, 107 U. S. 20, arose out of the same transactions under consideration in the principal case. In the case of Griswold v. Seligman, 72 Mo. 110, also involving the same questions, the supreme court of Missouri had held that the defendants could not claim immunity from the creditors of the corporation, on the ground that they held the stock as collateral security, for the reason that the stock was issued directly to them by the corporation, — stock so issued standing, in the opinion of the court, in a substantially different position from stock which had been issued to a stockholder, and by him transferred to secure a loan. Upon this question the supreme court of the United States said: “The argument that the exemption from liability in cases of stock held as collateral security applies only to those who have received it from third persons who were stockholders, and who can be proceeded against as such, seems to us unsound, and contrary both to the words and the reason of the law. It takes for granted that stock cannot be received as collateral security from the corporation itself, and still belong to the corporation; and yet we know that such transactions are very common in the business of this country. The words of the statute are positive, and relate to all holders of stock for collateral security. They are as follows: 'No person holding stock in any such company as executor, administrator, guardian, or trustee, and no person holding such stock as collateral security, shall be personally subject to any liability as stockholder of such company.' The reason of this law is derived from the gross injustice of making a person liable as the owner of stock when he only holds it in trust or by way of security, and from the inexpediency of putting a clog upon this species of property, which will have the effect of making it unavailable to the owner, or of deterring prudent and responsible men from accepting positions of trust when any such property is concerned. It seems to us that not only the law, but the reason upon which it is founded, applies to the holders of stock as collateral security, whether received from an individual or from the corporation itself. It is argued, however, that the remaining words of the law are repugnant to this view. These words are as follows: 'But the person pledging

such stock shall be considered as holding the same, and shall be liable as a stockholder accordingly; and the estates and funds in the hands of such executor, administrator, guardian, or trustee shall be liable, in like manner and to the same extent as the testator or intestate, or the ward or person interested in such fund, would have been if he had been living and competent to act, and held the stock in his own name.' The argument is, that these words imply that there must always be some person or estate to respond for the stock, or else the exemption cannot take effect. The obvious answer to this is, that this clause fixes the liability upon the pledgor as a stockholder, where there is a pledgor who can be made liable in that character. When the corporation pledges its own stock as collateral security, though it cannot be proceeded against as a stockholder eo nomine, the reason is because it is primarily liable, before all stockholders, for all its debts. In such a case the clause last quoted would not strictly apply to it, but the holder of its stock as collateral security would be both within the letter and the spirit of the first clause. It is supposed that some flagrant injustice would ensue if there was not some one who could be reached as a stockholder in every case of stock pledged as collateral security; hence stock pledged by the corporation itself must be regarded as belonging to the pledgee, though no other pledgee of stock is treated in this way. Where is the justice of this? Why should the stock be necessarily considered as belonging to some one besides the corporation itself? Is any one harmed by considering the corporation as its true owner? If the stock had not been issued as collateral security, it would not have been issued at all; it would not have been in existence. Would the creditors have been any better off in such case? They are better off by the issue of the stock as collateral, because the general assets of the company have received the benefits of the moneys obtained by means of the pledge. The more closely the matter is examined, the more unreasonable it seems to deny to a pledgee of the corporation the same exemption which is extended to the pledgee of third persons. We think that the one equally with the other is protected by the express words and true spirit of the law.” NATURE AND EXTENT OF STOCKHOLDER'S LIABILITY: See note to Franklin Glass Co. v. Alexander, 9 Am. Dec. 96-104; note to Freeland v. McCullough, 43 Id. 694-703; and McCarthy v. Lavische, 31 Am. Rep. 83, and note.

CASES

IN THE

COURT OF APPEALS COURT

OF

NEW YORK.

PIPER V. HOARD.

[107 NEW YORK, 67.]

STATUTE OF LIMITATIONS RUNS AGAINST WEAK-MINDED PERSON, whose mental infirmity does not amount to idiocy nor lunacy, from the time of the discovery of a cause of action based upon fraud, such fraud having been explained to him so that he was made to understand it, though with some difficulty.

STATUTE OF LIMITATIONS ONCE SET IN MOTION continues to run, notwithstanding undue influence exercised by the defendant over plaintiff, the latter being weak-minded, but not an idiot nor lunatic.

STATUTE OF LIMITATIONS IS PROPERLY PLEADED, when to a complaint seeking relief on the ground of fraud the answer pleads that the cause of action did not accrue within six years before the commencement of the action.

PLAINTIFF, Caroline C. Piper, as sole heir of her father, Frederick Piper, deceased, brought this action in February, 1881, to set aside a deed made by her father in 1859. Judgment, entered in favor of defendant at a special term of the supreme court, was affirmed at the general term, whence an appeal was prosecuted to this court.

A. M. Beardsley, for the appellant.

A. H. Prescott, for the respondent.

By Court, FINCH, J. The facts of this case are only important as they bear upon the inquiry, when the cause of action accrued, and the statute of limitations began to run. The plaintiff, as sole heir of her father, seeks to set aside a deed made by him in February, 1859, to the defendant, and a subAM. ST. REP., VOL. I. — 50

785

sequent settlement which confirmed it, on the ground that both were the product of fraud and undue influence. A jury to whom special issues were submitted decided the facts in favor of the plaintiff, and their conclusion was adopted by the court. We are to assume, therefore, that the deed and the settlement were fraudulent, and might have been avoided by Frederick Piper in his lifetime at any moment after they came into existence. But the action is conceded to have been of a character solely cognizable in equity, and founded upon a fraud, and the statute did not begin to run until the discovery of that fraud. The trial judge found as a fact that, for a period of sixteen years before his death, Frederick Piper could have maintained an action for the same substantial relief now sought; and it is involved in that finding, and more plainly disclosed in the opinion, that during all that time he had a full knowledge of the facts constituting the fraud. While he was somewhat weak-minded, he was by no means destitute of mental capacity or understanding, and was able to know and comprehend the facts which transpired. He knew that he made the deed to Hoard, and the consideration for it. He knew, also, for he was expressly told, that the conveyance could be avoided for fraud; and after the whole matter had been explained to him, not only by his wife but by the counsel chosen to protect and enforce his rights, he gave his consent to the commencement of an action which alleged that fraud, and sought to rectify it. At that date he knew all the facts, and their wrongful and fraudulent character. The only influence then operating upon him was the perfectly proper influence of his wife and his counsel. Mr. Throop testifies that the whole situation was explained to him; that he was made to understand it, although with some difficulty and delay; and that when he did consent he answered intelligently and rationally. This witness was the first one called on behalf of the plaintiff, and was the counsel chosen to redress the existing wrong. The fraud at that moment was complete. It had been discovered, and was fully known to Piper and his advisers,-so fully that it served to found an action in his behalf as complete in its allegations of fraud and undue influence as the one before us. The statute of limitations began then to run, and of course continued to run unless stopped by some statutory provision: Code Civ. Proc., sec. 408. It may be true, and doubtless is true, that Piper did not realize as clearly and distinctly as others the force of the facts brought to his knowledge, and the