Briefs of Counsel. pleas, the first being that the cause of action did not accrue within ten years next before the commencement of the suit. The last special plea avers, in substance, that at the time of the execution of the note in the declaration mentioned, said Isham Harrison, plaintiff, as agent of said Barzilla Silkwood, loaned to Polar Star Lodge No. 652, of A. F. & A. Masons, $500 for two years, said lodge then being organized and working under a charter from the Masonic Grand Lodge of Illinois, and that defendants, with T. F. Tinsley, C. F. Mulkey, J. T. Blake, W. J. Moyers, I. J. Clayton and A. D. Scaggs, being members of said lodge No. 652, executed to said Silkwood said note, to secure the payment of said sum of $500 loaned by said Silkwood, as above stated, the same being the only consideration for the execution of said note, and that said lodge No. 652 recognized and acknowledged the same as its own debt, and paid divers large sums of money on said note, without the knowledge or consent of defendants, and after the death of said Silkwood, to-wit, on the third day of August, A. D. 1882, said plaintiff received from said lodge No. 652, in payment of the note, other property of the value of $1400. The other facts appear in the opinion of the court. Mr. THOMAS J. LAYMAN, for the plaintiffs in error: The law limiting the right of action in force at the time the note matured and the right of action accrued, should govern the case. Beasley v. Spencer, 25 Ill. 216. This position is not in conflict with the rule in Dickenson v. Railroad Co. 77 Ill. 331, which holds the act of 1872 is not to have a retroactive operation. We also refer to Hyman v. Bayne, 83 Ill. 256. Mr. F. M. YOUNGBLOOD, for the defendant in error: The act of 1872, limiting actions upon notes, etc., to ten years, was designed to operate prospectively upon causes of action already accrued. Opinion of the Court. Mr. JUSTICE SHELDON delivered the opinion of the Court: This was an action in assumpsit, brought by Isham Harrison, executor of Barzilla Silkwood, deceased, upon a promissory note made by the defendants and others on January 25, 1872, to said Silkwood, in his lifetime, for $500, payable two years after date, with ten per cent interest. The pleas were non-assumpsit, and two special pleas. A demurrer was sustained to the two special pleas. The cause was then submitted to the court for trial without a jury, the issue found for the plaintiff, damages assessed at $896.67, and judgment accordingly. The judgment was affirmed by the Appellate Court for the Fourth District, and an appeal taken by the defendants to this court. The questions presented are as to the sufficiency of the second and third pleas, to which demurrers were sustained. The second plea was the Statute of Limitations, that the cause of action did not accrue within ten years next before the commencement of the suit. The action was commenced October 15, 1884. The time of limitation of an action on a promissory note when the note in suit was made (on January 29, 1872,) was sixteen years, under the act of November 5, 1849. By the act approved April 4, 1872, which went in force July 1, 1872, the time of limitation of an action on a promissory note was made ten years. The act of April 4, 1872, expressly repeals the act of November 5, 1849, with this provision in the repealing section: "But this section shall not be construed so as to affect any rights or liabilities, or any causes of action, that may have accrued before this act shall take effect." The question is, which act is to govern here,-the act of November 5, 1849, which was in force at the time of the making of the note, or the act of April 4, 1872, which was enacted and went in force after the making of the note, but before the time of payment of the note, before a cause of action on the note accrued. Opinion of the Court. The saving clause of the act of 1872 extends not only to causes of action, but to "any rights or liabilities, or any causes of action," which might have before accrued. The time of the payment of the note had not then (at the passage or going into effect of the act of 1872) arrived, and it may be said that a cause of action on the note had not then accrued; but can it be said that there had not accrued any right or liability with respect to the note? The payee had at that time the right to bring suit on the note at any time within sixteen years after it became due, and there was a liability on the part of the makers to be sued upon the note at any time within that period, and it was such right and liability, we think, which it was the intention of the legislature should not be affected by the act of 1872,-that the act was designed to be wholly prospective in its operation, and not to affect contracts then existing. We must think the legislature meant more than causes of action which had accrued, when they say "any rights or liabilities, or any causes of action, that may have accrued." Some additional meaning should be allowed to the words "rights or liabilities." This construction is in accord with the general rule that a statute is to operate in futuro only, and is not to be construed to affect past transactions, and that if it is left doubtful what was the real design as to its having a prospective or retroactive effect, the statute must be so construed as to have a prospective effect only. Thompson v. Alexander, 11 Ill. 55; Dobbins v. National Bank, 112 id. 553. The second plea sets up that the note was given for money loaned to Polar Star Lodge No. 652, of A. F. & A. Masons; that the lodge paid divers large sums of money on the note, and after the death of Silkwood, the payee, the plaintiff received from said lodge, in payment of the note, other property of the value of $1400. The plea was palpably defective. It was to the whole cause of action. It did not state what was the property which was received. The plaintiff's duty, 114 252 47a 136 Syllabus. Brief for the Plaintiff in Error. as executor, was to collect the note in money. He had no We are of opinion the circuit court rightly sustained the demurrers to the two special pleas. The judgment of the Appellate Court is affirmed. Judgment affirmed. STERLING P. ROUNDS V. NETTIE F. McCORMICK et al. Filed at Ottawa June 13, 1885. STOCKHOLDERS-remedy upon their liability for debts of corporation— when in equity. The liability of stockholders under section 9 of the act of 1857, entitled "An act for the formation of manufacturing, mining, mechanical and chemical corporations," is to the creditors of the corporation as a class, and not to each individual creditor. Therefore, the remedy of a creditor seeking to enforce the personal liability created by that section, is in a court of equity, and not at law. WRIT OF ERROR to the Appellate Court for the First District;-heard in that court on appeal from the Superior Court of Cook county; the Hon. R. S. WILLIAMSON, Judge, presiding. Mr. F. W. BECKER, for the plaintiff in error: Whether defendant might have set up the defence that the capital stock had not been fully subscribed, as against the corporation, on a call, had he not waived his right, is not pertinent to this inquiry. That he can not set up this defence, or deny the existence of the corporation, as against a creditor of the corporation, after having acquiesced in the organization, acts and contracts of the company to the extent here shown, is established by many authorities. Morawetz on Private Corporations, secs. 145, 259, 285, 576, 595; Thompson on Brief for the Defendants in Error. Opinion of the Court. Liability of Stockholders, secs. 120, 400, 409, 415; Johnston v. Bank, 3 Strobh. Eq. 263; Stillman v. Dougherty, 44 Md. 380; Hager v. Cleveland, 36 Md. 476; O. H. and W. M. Co. v. Canney, 54 N. H. 295; Eaton v. Aspinwall, 19 N. Y. 119; Abbott v. Aspinwall, 26 Barb. 202; Slocum v. Warren, 10 R. I. 112; McHose v. Wheeler, 45 Pa. St. 32; Patterson v. W’. M. Co. 40 id. 117; Farrar v. Walker, 3 Dill. 506; Gaff v. Fisher, 33 Ohio St. 107; Railroad Co. v. Railroad Co. 105 Ill. 110; Hickling v. Wilson, 104 id. 54; Dows v. Naper, 91 id. 44; McCarthy v. Lavasche, 89 id. 270; Wheelock v. Kost, 77 id. 296; Corwith v. Culver, 69 id. 502. Messrs. MILLER, LEWIS & JUDSON, for the defendants in error: The appropriate remedy was by bill in equity, and not an action at law. Harper v. Manufacturing Co. 100 Ill. 225; Low v. Buchanan, 94 id. 76. There being no evidence that C. H. McCormick was a stockholder at the time the debt was contracted, he was not liable. Culver v. Bank, 64 Ill. 528. Mr. JUSTICE SCOTT delivered the opinion of the Court: This suit seems to have been brought to the October term, 1872, of the Superior Court. It is a suit at law, and was brought by Sterling Rounds, against Cyrus H. McCormick, since deceased, to enforce his supposed liability to plaintiff as a stockholder in the Chicago News Printing Company, for goods, wares and merchandise sold and delivered to the company. Since the death of the original defendant the suit has progressed against his representatives. No trial of the cause appears to have been had until 1881, when there was a finding and judgment for costs, for defendant. That judgment was reversed by the Appellate Court for the First District, and a second trial was had in 1883, which also resulted in a |