The Federal question to be disposed of on this writ of error arises under the contract clause of the Constitution. The facts upon which this decision depends are not in dispute and may be thus summarized:
On the 3d day of August, 1887, the plaintiffs in error became respectively subscribers to and owners of capital stock in the Consolidated Barbed Wire Company, a Kansas corporation, engaged in the business of manufacturing wire. But, on the 15th day of January, 1899, they sold and transferred their stock, worth par, in good faith, to responsible parties, and thereafter had no interest in the company. The fact of such transfer was made to appear on the books of the company. On the same date the company sold all its property and the good will of its business, the proceeds of the sale being distributed among the defendants as stockholders in the proportion of the stock held by each. And on the day last named the company suspended and did not thereafter resume business.
In 1900, W. H. Stevenson obtained a judgment against the company upon which execution was issued and returned 'no property found.' In 1903, two other judgments-each of which, it is admitted, being based upon a cause of action sounding in tort-were recovered against the company, one by Briggs, administrator, and one by Maxwell. No execution was issued on either of those judgments.
In 1903, Myers, the defendant in error, was appointed receiver of the wire company. As such receiver, and by authority of existing statutes, he brought an action in one of the Kansas courts against the present plaintiffs in error as stockholders, to recover the amount of the above judgments. Upon final hearing, the trial court gave judgments against the defendants, respectively, in certain amounts, to be paid by them in proportion to the stock owned by each. The case was carried to the supreme court of Kansas, and the judgment was affirmed. A rehearing was granted, but the judgment was again affirmed. 76 Kan. 736, 17 L.R.A. (N.S.) 785, 93 Pac. 173.
At the time the defendants became stockholders in the wire company certain constitutional and statutory provisions relating to corporations were in force in Kansas. Those referred to by counsel are given, for convenience, in the margin. From an examination of those provisions it will be seen that when the defendants became the owners of stock in the company it was the law of Kansas: 1. That a stockholder in any corporation other than one for railroad, religious, or charitable purposes, should be liable for the dues of the corporation to the extent of every unpaid subscription, and for an additional amount equal to the par value of the stock owned by him. 2. That if an execution against a corporation was returned 'no property found,' then execution could go, on the order of court and after written notice, against any stockholder, to the extent equal in amount to his stock, together with the amount, if any, unpaid thereon. 3. That when a corporation became insolvent a receiver could be appointed on application to the proper court, to close its affairs; and it was made the duty of such receiver to immediately institute proceedings against all stockholders to collect unpaid subscriptions, together with the additional liability of such stockholders, equal to the par value of the stock held by each; all such collections to be for the benefit of creditors. 4. That the stock of the corporation should be transferable only on the books of the corporation in such manner as the law prescribed.