lieved that such is not the nature of the trust upon which the directors of a corporation hold its assets for its creditors after it becomes insolvent. They are not made involuntary trustees in a suit in equity for the purposes of a particular case, but they are regarded in equity as holding a trust fund for the benefit of the creditors of the company for general purposes;1 and the general rule is that the statute of limitations is not available to them until they repudiate their trust relation and begin an adverse holding, which must be openly and publicly manifested." § 7840. Part Payment to Take the Case out of the Statute. Where a part payment of a debt is pleaded to take the case out of the statute of limitations, if the debtor is a corporation, there will, in some cases, be a question whether the debt has been paid on behalf of the corporation by a person authorized thereto. Where, as in the case of a religious corporation, the corporation consists of the trustees, churchwardens, or other governing body, and not of the congregation, then the question will be whether the governing body, where Case, L. R. 4 Ch. 475; Re Alexander 1 1 Ante, §§ 1569, 2951. Compare especially ante, §§ 4361, 4362. Compare ante, § 3779, et seq., § 4363. It has been held that an action by a stockholder against the directors of an insolvent national bank, founded in their negligence and wrongful acts, whereby the stockholders were compelled to pay assessments, is not an action "to enforce a liability created by law," and is not, hence, within the three years limitation prescribed by section 394 of the New York Code of Civil Procedure. Brinkerhoff v. Bostwick, 99 N. Y. 185; reversing . c. 24 Hun (N. Y.), 352. Where a corporation has been created to construct a gravel road, with power to lay assessments upon adjacent lands, and money has been advanced to the corporation on the faith of the assessments, and the president of the corporation has collected some of the assessments, and has not turned over the money to the lenders, he is deemed to hold the same in trust for them, and their right of action against him to recover the same dates from the time when, repudiating the trust, be assumed to hold the money adversely to them; that is to say, from the time he refused to pay it over to them upon request, and the statute of limitations begins to run from that date. Pugh v. Miller, 126 Ind. 189; s. c. 25 N. E. Rep. 1040. they contracted by their own names, authorized such part payment. This may be illustrated by a case where a parish vestry, having resolved to borrow money for the purposes of building an almshouse, borrowed the money upon the security of a promissory note, signed by the defendants,' with the stipulation that interest due upon the note should be regularly paid by the overseers for the time being, to a period within six years from the date when the action was brought upon the note. It was held to be a question for the jury, in dealing with the defense of limitation, whether, by the form of the note, the defendants had not constituted the parish officers for the time being, their agents for the payment of interest, so as to take the case out of the statute." § 7841. Limitation of Actions against Foreign Corporations. Statutes of limitation form no part of any contract unless made so by the parties to the contract. They concern only the form and time of the remedy for a breach of it. They are local, and have force only within the State which enacts them; and the courts of one State will not enforce the statutes of limitation of another State. Nearly all statutes except from the time when they run any period of time during which the debtor is a non-resident of the State and beyond the reach of its process. This exception is generally made by the use of the word "person" in describing the debtor; but, on a principle of interpretation already considered, it is justly held that a corporation is within the meaning of the statute; since the policy could not be imputed to the legislature of making a discrimination against its own citizens in favor of foreign corporations, which it expressly refuses to make in respect of foreign citizens.1 It follows that a statute of limitation does not run Thus "J. H., churchwarden, J. E., overseer, or others for the time being." Jones v. Hughes, 5 Exch. 104. • Ante, §§ 11, 5689, 7366, 7700. Olcott v. Tioga R. Co., 20 N. Y. 210; s. c. 75 Am. Dec. 393 (overruling Faulkner v. Delaware &c. Canal Co., 1 Denio (N. Y.), 441); Rathbun v. Northern Cent. R. Co., 50 N. Y. 656; Robinson v. Imperial Silver Min. Co., 5 Nev. 43 (overruling Chollar-Potosi Min. Co. v. Kennedy, 3 Nev. 361, 372; s. c. 93 Am. Dec. 4C9); State v. Central Pac. R. Co., 10 Nev. 47, 81. against a foreign corporation until such time as it comes voluntarily within the State and submits to its jurisdiction in some of the modes elsewhere pointed out. The mere fact that it has property in the State which might be seized or affected in a proceeding in rem, does not, it has been held, take the case out of this rule. Nor is the rule less applicable because the action is brought by a foreign creditor, unless the statute makes a discrimination against such creditors. On the other hand, a foreign corporation which has acquired within the domestic State a domicile for the purposes of litigation in any of the modes elsewhere pointed out, is not a non-resident in such a sense as supends the operation of the statute of limitations against it, but may plead the statute of limitations as a resident corporation might. These principles conform to the principle which governs in the interpretation of this exception to the statute of limitations in the case of non-resident persons: the true test of the running of the statute being whether the defendant invoking its power has been amenable to the service of process during the whole period of its nonresidence. For instance if, under the local statute, a foreign corporation have a managing agent within the State upon whom process may be served, so as to give jurisdiction over it in actions in personam, the period during which the running of the statute will be suspended against it, will be the period during which the plaintiff is disabled from suing by reason of its having no such managing agent in the State. Outside the § 7842. Equitable Doctrine of Laches. direct operation of statutes of limitation, lies the equitable doctrine of laches; a doctrine under the operation of which courts of equity frequently repel suitors where, under all the circumstances of the case, they have been guilty of inexcusable delay in moving to enforce their rights, so that there is a probability that adverse rights have been acquired upon the faith of the existing state of things, which would be disturbed if such suitors were admitted to the remedy which they seek. Premising that, in the application of this doctrine of laches, courts of equity do not necessarily apply the analogy of the statute of limitations, a decision may be referred to where it was held that a transaction fairly and openly entered into between a corporation and one of its directors, sanctioned by all and inuring to the benefit of the corporation, will not be set aside at its instance, seven years afterwards, on the ground that it was ultra vires;1 and another, where it was held that the stockholders of a corporation cannot have an agreement by its officers canceled after it has been acted upon by the other party for more than twenty years, on the ground that they have just discovered the facts entitling them to such cancellation, where they could, by the exercise of even slight diligence, have easily discovered such facts, at any time after the execution of the agreement. Numerous other applications of this doctrine have already been given, as will be seen by a reference to the index. effect that the fact that the foreign corporation may have had, during the whole period, property within the domestic State which might have been reached by a proceeding in rem, does not enable it to avail itself of the defense of the statute. Waterman v. Northern Cent. R. Co., 50 N. Y. 656. Such a construction of the statute visits upon foreign corporations a discrimination which is not visited upon foreign citizens. There is a holding in Vermont to the effect that statutes of limitation do not commence running in favor of a foreign corporation Sprague Man. Co., 55 Conn. 554, 576. until it acquires tangible property within the State: Hall v. Vermont &c. R. Co., 28 Vt. 401. But this is Contrary to the doctrine in Connecti cut, which, as above seen, is to the 1 Pneumatic Gas Co. v. Berry, 113 U. S. 322. 2 Jesup v. Illinois &c. R. Co., 43 Fed. Rep. 483. CHAPTER CXCII. EXECUTIONS AGAINST CORPORATIONS. ART. I. IN GENERAL. 88 7847-7860. ART. II. THE WRIT AND PROCEEDINGS THEREUNDER. §§ 7865 SECTION 7869. ARTICLE I. IN GENERAL. 7847. General rule that corporate prop- 7849. Sequestration of earnings. 7851. Rolling stock vendible under 7852. Alienation through sales to enforce mechanics' liens. 7853. Corporate franchises not subject to execution. 7854. Nor is property necessary to enjoyment of corporate franchises. SECTION 7855. Cases to which this exemption does not extend. 7856. Decisions denying this exemption. 7857. Statutes abolishing this exemp‐ tion. 7858. Levying upon a franchise of taking tolls and upon tolls to accrue under a franchise. 7859. Effect of levy upon personal property subject to existing mortgages. 7860. Levying upon the assets of a dissolved corporation, or a corporation in liquidation. § 7847. General Rule that Corporate Property Subject to Execution. The jus disponendi is involved in the very idea of property; and it is well said that, in the absence of some express legal exemption, "it is an inseparable incident to property, legal or equitable, that it should be liable to the debts of the owner, as it is to his alienation." This principle, in its application to the property of corporations, is de 1 Hough v. Cress, 4 Jones Eq. (N. C.) 295, 297; ante, § 6466. It is stated in an elementary work that the mere grant of the right to be a body corporate would give, in the absence of any restriction, the power to acquire and dispose of property. Grant Corp. 4. |