The reasons for our decision subjecting the original subscribers to personal liability, apply, with equal force, to those wiio become stockholders by purchase. The relation of stockholder and company exists. A privity between them is created. The charter provides, in the 2nd section, that the shares shall be transferable in such manner as the by laws of the company direct; aud it is admitted, that the defendants, on the 16th day of December, 1835, (which was before any of the sums now sought to be recovered, were required by the directors to be paid,) were, and ever since have been, the owners and holders of one hundred shares of the stock of the company originally subscribed, and by the subscribers to whom they were apportioned, duly transferred to the defendants, on the books of the company, and a certificate given at the request of the defendants, declaring that “ they are entitled to one hundred shares in the capital stock of The Hartford and New-Haven Rail-Road Company, on which five dollars on each share has been paid; the residue payable by instalments, as may be ordered by the board of directors. Said shares are transferable on the books of said company, at the Phoenix Bank in the city of Hartford, by J. Boorman and H. Hudson, or their attorney, on the surrender of this certifi*532cate-” The case already decided must, therefore, govern this; as to the instalments sought to be recovered in this action, apply the just rule stated by the court in the case of The Huddersfield Canal Company v. Buckley, 7 Term Rep. 36., that “ after assignment, the assignees hold the shares on the same conditions, and are subject to the same rules and orders as the original subscribers, and are” (for all the purposes of the present case) “ substituted in the places of original subscribers.” Bend v. The Susquehannah Bridge & Banking Co. 6 Harr. & Johns. 128.
We take occasion to remark, that no questions have been discussed before us, in either of the cases, upon whom the liability rests to pay instalments required by the directors, upon stock then owned by one person, but which subsequent to such requisition, and before the same become due, is, by him, Iona fide transferred to another ; nor regarding the effect of transfers by stockholders, to known bankrupts, with the view of terminating their liability for future instalments ; nor touching the operation of transfers, by way of mortgage or hypothecation, with reference to any supposed liability, on the part of the mortgagee, for instalments which are ordered while he holds them in pledge. And we give no opinion upon either of these points. They are not embraced in the cases before us ; and the expression of an opinion would be both unnecessary and improper.
The instruction to the jury was right in the present case; and a new trial is not advised.
In this opinion the other Judges concurred.New trial not to be granted.