“ If from the evidence presented at the hearing, including such as may be produced by any creditor or stockholder appearing in person or by attorney, it appears that there is a liability of stockholders and that the available assets are not sufficient to pay the expenses and debts, the court is required to make an order ratably assessing the stockholders on account of such liability and to direct that the assessment be paid to the receiver. ”

“ The court under the statute deals in the main with probabilities, and is not authorized to determine any fact, other than that of insolvency and the amount of the assessment to be made, which in any way precludes the stockholders in a subsequent action brought to enforce the assessment. The assessment is but preliminary to such an action and therein the stockholders may present all matters that may be available to them in defense. ”

“ Article 10, section 3: 'Each stockholder in any corporation, excepting those organized for the purpose of carrying on any kind of manufacturing or mechanical business, shall be liable to the amount of stock held or owned by him.'
It is admitted that this is the only warrant for the Minnesota order, which was for the a ount of the personal or double liability of stockholders. ”

“ A person sued as a shareholder may show, if he can, that he is not a shareholder at all, or that he is not the holder of so large an amount of stock as is alleged, or that he has discharged his liability, or that he has a claim against the corporation which he may, in law or equity, set off against the claim or judgment in assessment, or he may make any other defense which is personal to himself.'
Again, in its latest construction of the act, in 1916, in Finch, Van Slyck & McConville v. ”

“ It is not merely a rule to guide courts in determining whether stockholders in manufacturing corporations are subject to double liability, for it prohibits both the Legislature and the courts from imposing such liability upon stockholders in such corporations under any circumstances and is therefor a limitation upon the power of courts as certainly as it is a limitation on legislative power. ”

“ The distinction between provisions of law which are jurisdictional and those which are not, has not been, perhaps cannot be, made the subject of hard and fast definition. A much quoted statement is that the distinction, while difficult of application, is between 'a rule of law for the guidance of the court and a limit set to its power.' Interstate Commerce Commission v. ”

“ Kramer, 87 Minn. 392, 92 N. W. 227 (1902) in a suit upon an assessment order, made under the act we are considering, against the holder of a policy in a mutual insurance company-there is no 'difference, in principle in respect to the question now under consideration, between an action to recover on premium notes, when insolvency of the company has made an assessment on the members necessary, and an action to enforce a stockholder's liability, constitutional or statutory,' 80 Minn. ”

“ That the conclusive character of the order entered in such a proceeding has been strictly confined by the Minnesota Supreme Court to the respects in which the statute just quoted declares it shall be conclusive, leaving all other defenses open to the stockholder, is shown by the following decisions:
The act in force when the order now under discussion was entered was passed in 1899 and in the following year the Supreme Court of Minnesota sustained its constitutionality in Straw & Ellsworth Manufacturing Co. v. L. D. Kilbourne Boot & Shoe Co., 80 Minn. ”