[November, Opinion of the Court-Deady, J. 63, is instructive on this subject. It was there held by seven judges to six that the crime of manslaughter, committed even within three miles of the coast of England, by a German subject on the person of a British one, was not within the jurisdiction of the admiral of England, because Parliament had not made it so. The case was this: Keyn was in command of the German ship Franconia, on a voyage from Hamburg to St. Thomas. When within two and a half miles from the beach of Dover, the Franconia, by the negligence, as the jury found, of the defendant, ran into the British ship, Strathclyde, and sank her, causing the death of one of her passengers. It was agreed that the jurisdiction of the admiral included all persons in British vessels on the high seas, along the coast, from lowwater mark seaward; and by a majority of the judges, that the jurisdiction extends to all persons, whether natural-born subjects or not, on board British ships, everywhere on the high seas, and to no others. The decision led to the passage of the "territorial waters jurisdiction act" (40 and 41 Vict. ch. 73, 1878), which declares that the jurisdiction of the British crown extends, and always has extended, over the open seas adjacent to the coasts of the United Kingdom, and of all other parts of her majesty's dominions, to such a distance as is necessary for the defense and security thereof, and that any part of the open sea within one marine league of low-water mark shall be deemed open sea within the meaning of the act. (See 2 Stephen's Hist. Crim. Law of England, 29.) The assault alleged in the information is not a violation of any law of the United States, and therefore the demurrer is sustained, and judgment thereon will be given in bar of the action. 1888.] Opinion of the Court-Deady, J. W. S. POWELL v. THE OREGONIAN RAILWAY COMPANY. CIRCUIT COURT, DISTRICT OF OREGON. DECEMBER 3, 1888. 1. INDEBTEDNESS OF A CORPORATION FOR WHICH A STOCKHOLDER IS LIABLE. — A corporation being the lessee of property, permitted waste thereon for which the lessor, in an action for damages, recovered a judgment for five thousand three hundred dollars, and the corporation being insolvent, brought suit against a stockholder thereof, on whose stock more than that amount was then unpaid, to enforce the payment of the judgment. Held, that whether the original claim of the plaintiff for damages, was or was not an "indebtedness" of the corporation within the scope of section 3 of article 11 of the constitution of the state, which declares that a stockholder of a corporation "shall be liable for the indebtedness" of the same, to the amount unpaid on his stock, the judgment obtained thereon is such an "indebtedness"; and any stockholder of the corporation is liable therefor, to the plaintiff therein, to the amount unpaid on his stock. 2. LIABILITY OF STOCKHOLDER. A judgment against a corporation for the recovery of money is conclusive evidence in a suit against a stockholder for the collection of said judgment, of the existence of the corporation, and its liability to plaintiff therein, as thereby determined; and such judgment, whether given in an action ex contractu or ex delicto, is an indebtedness of the corporation for which a stockholder is liable to the amount due on his stock. 3. STATUTE OF LIMITATIONS.-In a suit to collect a judgment against an insolvent corporation from a stockholder thereof, the statute does not commence to run against the judgment creditor, and in favor of the stockholder, until the entry of the judgment. Before DEADY, District Judge. Mr. Arthur L. Frazer, for the plaintiff. Mr. Earl C. Bronaugh, for the defendant. DEADY, J. This suit is brought by the plaintiff, a citizen of Oregon, against the defendant, a British corporation having its principal office in Dundee, Scotland, to enforce the payment of a judgment heretofore obtained by him against the Dayton, Sheridan, and Grand Ronde Railway Company, to wit, on April 8, 1887, for the sum of $5,300. It is alleged in the bill that the D. S. & G. R. Ry. Co. is a corporation formed under the laws of Oregon, with a capital stock of 2,000 shares, of the par value of $100 each; that Joseph Gaston, under the name of J. Gaston & Co., subscribed. 1,000 shares of such stock, while all the other subscriptions to the same only amounted to 50 shares, which were paid in full; [December, Opinion of the Court-Deady, J. that in 1880 Gaston sold and transferred his stock, without having paid anything thereon, to Ellis G. Hughes, who, on February 27, 1884, sold and transferred the same to the defendant, who now is and ever since has been the owner of the same; that no part of Gaston's subscription was ever paid by any one, except the sum of $61,000 paid by the defendant, in pursuance of a decree given against it by the supreme court of the state, on January 14, 1884, in the suit of Branson v. The D. S. & G. R. Ry. Co., and that there is still due and unpaid on the same the sum of $39,000. That on January 29, 1887, the plaintiff commenced an action in the circuit court of the state for the county of Yamhill, against the D. S. & G. R. Ry. Co., to recover damages for an injury to plaintiff's property, while leased to said company, and obtained a judgment therein for the sum of $5,300, and at the same time served a notice on the defendant herein, as the successor in interest of the D. S. & G. R. Ry. Co., to defend the said action, and that the plaintiff would look to the defendant for the payment of any judgment he might recover therein; that the defendant by its attorneys did make a defense to said action, and on September 12, 1887, caused an appeal to be taken from the judgment therein to the supreme court, where the same was affirmed with costs, amounting to $77.20; that since July 1, 1883, the D. S. & G. R. Ry. Co. has been and now is wholly insolvent, and has no property within the state subject to execution; and that the defendant being the owner, as aforesaid, of the stock of said company on which the sum of $39,000 is due and unpaid, is liable to the plaintiff, as a creditor of the company, for the amount of said judgment against the same. The prayer of the bill is that the defendant be compelled to pay into court on the unpaid stock of the D. S. & G. R. Ry. Co. a sum sufficient to satisfy its indebtedness to the plaintiff, or that the latter have a decree against the defendant for the amount of the judgment against the company, with interest. The defendant demurs to the bill, for that the plaintiff, on the case stated in the bill, is not entitled to any relief against it. On the argument the only point made in support of the demurrer was, that the claim of the plaintiff having arisen out Opinion of the Court-Deady, J. 1888.] of a tort is not such an "indebtedness as a stockholder is liable for. The constitution of Oregon (Art. 11, sec. 2) provides that "corporations may be formed under general laws;" and (Art. 11, sec. 3) enacts: "The stockholders of all corporations and joint stock companies shall be liable for the indebtedness of said corporation to the amount of their stock subscribed and unpaid, and no more." Section 14 of the corporation act (Comp. 1887, sec. 3230) provides: "All sales of stock, whether voluntary or otherwise, transfer to the purchaser all rights of the original holder or person from whom the same is purchased, and subject such purchaser to the payment of any unpaid balance due, or to become due, on such stock; but if the sale be voluntary, the seller is still liable to existing creditors for the amount of such balance, unless the same be duly paid by such purchaser." At common law, the members or stockholders of a corporation are not individually liable for the debts of the same. (Thompson's Liability of Stockholders, secs. 1, 4; Pollard v. Bailey, 20 Wall. 526.) But the capital stock of a corporation is considered a trust fund for the payment of its debts (Thomp. L. of S. sec. 10); and an unpaid subscription to the stock of a corporation is a part of such capital stock. (Thomp. L. of S. sec. 11.) From this it appears that the rule prescribed in the constitution of the state, concerning the liability of stockholders, is neither more nor less than that of the common law. Under either, the stockholder is liable for the indebtedness of the corporation to the extent of his unpaid subscription or stock, "and no more." Several cases have been cited on the argument of counsel for the respective parties, but none of them are altogether in point. In Mill Dam Foundry v. Hovey, 21 Pick. 417, the statute made the stockholder liable for the existing debts of the corporation, if the latter failed to publish annually the amount paid in of its capital stock and existing debts, and the question in the case was, whether a claim for unliquidated damages arising out of a breach of a contract to manufacture certain articles was a [December, Opinion of the Court-Deady, J. "debt" within the statute. And although the statute was in effect a penal one, the court held that "all such claims for damages were intended to be included in the term 'debts.'” (21 Pick. 454, 455.) In Carver v. Braintree Manuf. Co. 2 Story, 432, a statute that made a member of any manufacturing corporation individually liable for all "debts contracted" during his membership was held to be remedial in its character, and the phrase "debt contracted," as used therein, to include a claim for unliquidated damages growing out of a tort- the infringement of a patent. But in both these cases the question only arose incidentally on the exclusion on account of interest of a witness, and in the former one it appears to have been decided without any consideration. In Haynes v. Brown, 36 N. H. 545, under a statute which made the stockholders in a corporation liable for "all debts and contracts" thereof, while it omitted to file for record a certificate of the amount of its capital stock, "it was held that the right to recover against the stockholder was not limited to liquidated claims, but included an open account for work and labor.” In New Jersey Ins. Co. v. Meeker, 37 N. J. L. 282, it was held that under a statute giving an action in favor of a "creditor" against the heirs and devisees of a "debtor," the former might maintain an action against the heir for unliquidated damages arising out of a breach of covenant. A statute of Missouri provides that every corporation shall give notice annually in a newspaper "of all the existing debts of the corporation," and a failure to do so makes each stockholder liable for all the debts of the company then existing, and for all that shall be contracted before such notice shall be given. In Cable v. McCune, 26 Mo. 371, it was held in a suit brought under the statute, against a stockholder, to enforce the payment of a judgment obtained against the corporation for damages caused by its negligence in docking a steamboat, that the stockholder was not liable. The ground of the decision is that the statute is penal, and therefore the word "debt" ought to be taken in "that limited and definite sense to which long established usY as restricted it;" and that the use of the word "con |