dissenting. I can not agree with the conclusion reached by the majority of the court. The decisions are not in perfect harmony on the subject of whether a statutory liability of stock: holders includes a liability for torts of the corporation. The rulings depend very much upon the particular statutes under consideration and the language employed in them. 4 Thompson on Corporations, §§ 4853-4854. By § 2220 of the Civil Code (1910) of this State it is declared: “Persons who organize a company and transact business in its name, before the minimum capital stock has been subscribed for, are liable to creditors to make good the minimum capital stock with interest.” Section 3215 declares: “Whenever one person, by contract or by law, is liable and bound to pay to another an amount of money, certain or uncertain, the relation of debtor and creditor exists between them.” It would seem that a reading of these two sections together ought to settle the question; one declaring a liability to creditors, and the other declaring who are creditors. It is true that in some of the cases which have been adjudicated, the creditors who sought to enforce the liability, and in whose favor it was declared, were creditors who became such by contract ; and in the discussion reference was made to persons contracting with a de facto corporation, relying on the faith of its being a corporation; and it was said that it would be a fraud on them to allow persons to set the purported corporation in motion without the minimum stock having been subscribed. But I think the real underlying reason for holding such persons liable is that the statute requires that the capital stock shall be stated in the application for a charter, so that the world may know what it is; that it is unlawful to organize a corporation and put it in operation without such minimum capital stock having been subscribed; that if stockholders do this, relatively to creditors they must make good the deficiency which they have thus unlawfully created. I do not think that the law intended that people could set a de facto corporation in motion with a very small part of the minimum capital subscribed, or, for that matter, without any subscription at all, commit torts in its name, and for which it was liable, and say to the injured persons, you must look to the corporation, and we are not liable to make good the stock up to the minimum required by law. Nor do I think that the reliance which the person contracting with the de facto corporation might place upon its minimum capital stock covers the *796whole ground intended to be covered by the statute, nor that it was intended to allow liabilities for tort to go unsatisfied while those for breach of contract must be satisfied to the extent of the minimum capital. In Westmoreland v. Powell, 59 Ga. 256, it was held that where one committed an actionable tort upon the person of another, and thereby became liable and bound to pay an amount of money, certain or uncertain, the latter was so far a creditor of the former as to be protected under the law declaring void, as against creditors, all fraudulent conveyances made by insolvent debtors. Eeference was made in that case to the statute of 13th Elizabeth; but the code sections defining who were creditors, and making void fraudulent conveyances as against creditors, were construed together. I do not think that the beneficial and remedial purpose of the statute should be restricted to the limits held by the majority of the court. See in this connection, for a discussion of the general subject, Henley v. Meyers, 76 Kan. 723 (93 Pac. 168, 17 L. R. A. (N. S.) 779). In this State it has been held that such a liability is one to creditors, and is not a corporate asset to be collected by a trustee in bankruptcy; but this does not affect the question of whether the person to whom the corporation is liable, whether for tort or on contract, is a creditor of the corporation within the meaning of § 2220 of the Civil Code.