The opinion of the court was delivered by
Kennedy, J.The subscription’ of the defendant below was made under the acts of assembly which were read in evidence to the jury. The sixth section of the first act provides, that the President and Managers first chosen, shall procure certificates for all the shares of the stock of the company, and shall deliver one such certificate, signed by the President, and counter-signed ‘by the: Treasurer, and sealed with the common seal of the corporation, to each-person, for every share, by him, her, or them, subscribed and held, he, she or they, paying three dollars for each share, which certificate shall be transferable,-&c., subject, however, to all payments due or to’ become due thereon. By the seventh section, the President and Managers are authorized, among other things, to ascertain the times when, and the manner and proportions in- which the stockholders shall pay the money due on their respective sharess and by the eighth section it is declared, that if, after thirty days3 notice in such public newspapers, at the discretion of the Managers, as shall be best calculated to notify such stockholders of the time and place appointed for the payment of any proportion or dividend of the capital stock, in order to carry on the work,- any stockholder shall neglect to pay such proportion or dividend at the place appointed, for'the space of thirty days after the time so appointed, every such stockholder or assignee shall, in addition to the dividend so called for, pay at the rate of two per cent, per month for the delay of such payment; and to compel payment, the President and Managers are expressly authorized to bring suit.
By an act of assembly of the 10th of April, 1826,, Pam. Laws *155page 325, fifth section, it is directed, “That the several turnpike road and bridge companies within this commonwealth, shall proceed to collect the stock due by individuals, with the least possible ¡delay; and apply the same to the payment of their debts joro rata. On the trial of any cause now pending, or that may be hereafter brought, the plaintiff shall not bo non-suited or affected in any respect on the trial of the same, by reason of any informality in the subscription of the stock, in the advertising for the organization of the company, or for the calling in of the stock, if the court are satisfied reasonable notice was given of the same.”
This suit was commenced on the 23d of July, 1827. The counsel for the plaintiff in error, in support of his two first points, has urged, that the amount of the stock subscribed by his client has not been apportioned Into instalments, as contemplated by the very terms of the subscription, and the act of assembly already recited; and that the times and places were not fixed for the payment thereof, and due notice given to him.
From the resolutions of the board of manager's read in evidence, it certainly appeared, that the stockholders hadbeen required and directed to pay by instalments, at different times, to the treasurer of the company, the whole amount of their respective subscriptions. By the terms of the eighth section of the act already recited, a notice given in such newspaper as the managers shall direct, is made a sufficient demand, and if any stockholder, after thirty days’ notice so given, shall neglect to pay for the space of thirty days after the time appointed for that purpose, he shall be liable to be sued. Sixty days would appear to be the utmost length of time, after the publication of the notice to pay, that a stockholder could claim exemption from being liable to a suit. It is certainly true, that in this case, a notice published in the newspaper, as directed by the managers, of all their orders, apportioning and demanding payment of the stock, was not proved to have been made; some of these, however, were, and especially the last order, which was a' call for payment of whatever remained unpaid of the whole amount; and this notice was published in the newspapers directed by the order of the 7th of October, 1825, and no suit was brought afterwards, uutil the 23d of July, 1827. Under the provision of the act of the 10th pf April, 1826, recited above, I consider the requirements of the managers, and the notices thereof given, sufficient to entitle the defendants in error to recover. The very object and design of this act was to dispense with the strictness of proof, that otherwise might have been necessary, in case it had not been passed. The plaintiff in error cannot complain that he was hurried or pressed unduly for payment. The last order for paying up the whole, was not made until more than six years after the subscription, and no «.uit was brought until nearly two years, after the notice given of that *156order by a publication in the newspaper. I do not think that the dividing of the subscription into instalments, and requiring that they should be paid at different times, was of the essence of the cdntract, It was a matter that was to' be left to the discretion of the managers qf the company, who were not restricted or limited in the exercise of their discretion in this respect, in any way whatever. The act has laid down no rule other than that the amount of the stock shall be paid as the managers shall require it. And it was the duty of thé defendant below to cqmply with the requisition of the managers.
In the next place it is objected, that the plaintiffs below were not entitled tq maintain their action, because "they had not made out and delivered to the defendant a certificate for his stock. He had tiQ right to claim a certificate, until he paid at least three'dollars on each share. It does not appear that he ever paid any thing. His paying three dollars on each share,-1 consider a condition precedent, which he was bound to perform before he could demand a certificate. It cannot he supposed that each stockholder was'to be waited upon personally by the managers, arid tendered a certificate of his stock, He was not even to be cálled on personalty for the payment of his stock subscribed; a notice published in a newspaper to this effect is made sufficient. It was ,his business, as it appears to me, if he wished to obtain his certificate, to have called and first paid his money, and then have demanded it. ’ I therefore think, that the court helowwas right in charging the jury against the defendant, upon his first two points.
I also, think that tfie court was correct in telling the jury, that the statute of limitations formed no bar to the plaintiff’s claim, or any part of it. According to the express pi'ovisions of the eighth seqtiqn of the act of the 7tli of February, 1818, already recited,'no action cquld have been maintained for the defendant’s subscription, or any part of it, until the managers had first fixed a time for the payment of it, and given a notice, as directed by the act. No part of it was required to be paid before the first of March, 1823, -and this suit-was' commenced within five years and five months after that. The rule on this subject is, that the statute of limitations does not begin'to run, before the plaintiff has a right to bring his suit. No action accrued hero until the 1st of March, 1822.
Judgment affirmed.