If an obligation is not merely contingent, but the consideration has been received by the corporation, and it has become liable, there is a debt or a debt contracted, within the meaning of such statutes, although it is not yet due.89 § 2880. As dependent upon time of contracting. In determining to what debts or obligations the liability of corporate officers extends, regard must be had to the time when the debt is contracted, as the statutory provisions vary. Liability is imposed by some statutes, when there is a failure to file reports, for all debts of the corporation contracted while they were directors or officers, under others for all debts existing at the time of default, according to others for all debts contracted during the period of default and before it is cured, and by another class for debts contracted during the year preceding the time when the report should be made.90 In general the 89 Lee v. Jacob, 38 N. Y. App. Div. 531, 56 N. Y. Supp. 645; Providence Steam & Gas Pipe Co. v. Connell, 86 Hun (N. Y.) 319, 33 N. Y. Supp. 482; Vernon v. Palmer, 16 Jones & S. (N. Y.) 231, rev'g 62 How. Pr. (N. Y.) 425. 90 Arkansas. Under Kirby's Dig., §§ 848, 859, the liability of defaulting officers for the failure to file an annual statement only extends to debts contracted during the period of such default. Griffin v. Long, 96 Ark. 268, 35 L. R. A. (N. S.) 855, Ann. Cas. 1912 B 622, 131 S. W. 672; Beekman Lumber Co. v. Ahern, 75 Ark. 107, 86 S. W. 842. Colorado. Gen. St., 252 (Mills' Ann. St., § 491), includes all debts of company. contracted during last preceding year when such report should have been made and filed, and also which may be thereafter contracted until such report shall be made. Thatcher v. Salomon, 16 Colo. App. 150, 64 Pac. 368. Connecticut. Rev. St. §§ 404, 413, pp. 172, 174, extends to the debts contracted by the company during the period of such neglect and refusal and to no others. Providence Steam Engine Co. v. Hubbard, 101 U. S. 188, 25 L. Ed. 786. Massachusetts. By St. 1862, c. 210, debts contracted while condition exists are within the spirit and intent of the statute. Thayer v. New England Lithographic Steam Printing Co., 108 Mass. 523. Under St. 1851, c. 133, § 11, and in view of Rev. St. c. 38, §§ 17, 18, officers will be liable for all debts of the corporation, contracted after the default and before such certificate shall be duly made and recorded. Bond v. Clark, 6 Allen 361. Michigan. Under Pub. Acts 1907, No. 137, § 12, directors are liable for all debts of corporation contracted since filing of last report and are liable to corporation for any damage sustained by reason of neglect or refusal, in case of default in filing reports. Continental & Commercial Nat. Bank v. Emery, 178 Mich. 612, 146 N. W. 303. Acts 1903, No. 232, contemplated liability of director for debts contracted prior to default and not afterwards. Continental & Commercial Nat. Bank v. Emery, 178 Mich. 612, 146 N. W. 303.. Under Pub. Acts 1907, No. 137, § 12, the statute fixes date (March 11th) when consequences liability of directors is made to depend upon the default in making and filing the report, and there is no liability where the debt is not contracted during the period of default.91 Under such a statute making the directors liable for all debts contracted during the period of their neglect to file a report of the company's condition, they are not liable for debts contracted before their default, although they remain unpaid during the period of their default.92 They are liable for of corporate default attach, and under that provision the consequences of failure to file reports are incurred by the corporation and directors at the same time and are certain. The fact that after default, and after directors have become liable for existing debts of a corporation, a person chooses to deal with a corporation and become its creditor, does not present reason for enlarging statutory liability. Continental & Commercial Nat. Bank v. Emery, 178 Mich. 612, 146 N. W. 303. Under Pub. Acts 1885, No. 232, § 12, directors are held liable for debts contracted after default in filing report. Bank of Saginaw v. Pierson, 112 Mich. 410, 70 N. W. 901; M. I. Wilcox Cordage & Supply Co. v. Mosher, 114 Mich. 64, 72 N. W. 117. New York. When a new member comes into a board of directors, any default as to the filing of a report makes him jointly and severally liable for debts then existing." Morgan v. Hedstrom, 164 N. Y. 224, 58 N. E. 26; Gold v. Clyne, 134 N. Y. 262, 17 L. R. A. 767, 31 N. E. 980, aff'g 58 Hun 419, 12 N. Y. Supp. 531; Whitney Arms Co. v. Barlow, 68 N. Y. 34; Garrison v. Howe, 17 N. Y. 458; Carley v. Hodges, 19 Hun 187; Blake v. Wheeler, 18 Hun 496; Cameron v. Seaman, 7 Hun 601, rev'd 69 N. Y. 396, 25 Am. Rep. 212. Where a director was elected treasurer and his default in filing report occurred about seven months afterwards, his liability for penalty then attached because debt was "then existing." Morgan v. Hedstrom, 164 N. Y. 224, 58 N. E. 26. Under Stock Corp. Law (L. 1892, c. 688) § 30, as to annual reports and imposing liability for debts of corporation on trustees, liability is not limited to debt which was to have been paid within a year, Ginsburg v. Von Seggern, 59 App. Div. 595, 69 N. Y. Supp. 758, aff'd 172 N. Y. 662, 65 N. E. 1116; but directors are liable for all debts contracted during the year in which default continues, Matty v. Sampson, 64 App. Div. 1, 71 N. Y. Supp. 731. As to whether a transaction was a deposit of money to be repaid on demand, so as to create a debt at the time the money was received, or a loan for a definite period, see Chapman v. Comstock, 58 Hun 325, 11 N. Y. Supp. 920. Vermont. Cady v. Sanford, 53 Vt. 632. 91 Westchester Appliance Co. V. Englehardt, 180 Mich. 602, 147 N. W. 489. See also Beekman Lumber Co. v. Ahern, 75 Ark. 107, 86 S. W. 842. Where debt for which a creditor seeks to charge the directors was contracted by the corporation and became due before there had been any neglect or omission on the part of the directors to make and deposit the prescribed certificate with the city clerk (Mass St. 1851, c. 133), none of the directors of corporations is liable. Bond v. Clark, 6 Allen (Mass.) 361. 92 Conn. Rev. St. §§ 404, 413, pp. 172, 174. Providence Steam-Engine Co. v. Hubbard, 101 U. S. 188, 25 L. Ed. 786. See also Cady v. Sanford, 53 Vt. 632. breaches of an executory contract, though the contract was made before their default, where the breaches occur during the period of their default, but not for breaches occurring after their default has been cured by filing the report as required by the statute.93 Under a statute making directors liable for all debts existing or contracted during the period of their default in failing to file a report, they are not liable upon obligations or liabilities which, up to the time their default is cured, are wholly executory or contingent, although they may afterwards become debts.94 Where the statute requires the annual report to be filed within sixty days after the first of January, and the directors are made liable for debts contracted during the year next preceding the time when the report should have been made and filed, and until such report shall be made, the year dates backward from the end of the sixty-day limit and not from the first of January.95 In such case the liability of directors extends to all debts contracted during the preceding year and continues until the filing of a proper report.96 The officers will not be held liable for debts contracted by the cor 93 Cady v. Sanford, 53 Vt. 632. 94 Lockhart V. Van Alstyne, 31 Mich. 76, 18 Am. Rep. 156; Gold v. Clyne, 134 N. Y. 262, 17 L. R. A. 767, 31 N. E. 980, aff'g 58 Hun (N. Y.) 419, 12 N. Y. Supp. 531; Whitney Arms Co. v. Barlow, 68 N. Y. 34; Garrison v. Howe, 17 N. Y. 458; Brand v. Godwin, 15 Daly (N. Y.) 456, 9 N. Y. Supp. 743, 8 N. Y. Supp. 339; Nimmons v. Hennion, 2 Sweeny (N. Y.) 663. The contingent liability of a land company on its covenant of warranty in a deed of land, claimed by it under a script entry, which is canceled after the conveyance, is not, prior to such cancellation, an existing debt, within a statute imposing liability for debts upon officers for failure to file a report. Giddings v. Holter, 19 Mont. 263, 48 Pac. 8. 95 Bovee v. Boyle, 25 Colo. App. 165, 136 Pac. 467; Bradford v. Gulley, 10 Colo. App. 146, 50 Pac. 314. 96 Fraser & Chalmers v. Mines Leasing Co., 16 Colo. App. 444, 66 Pac. 167; Thatcher v. Salomon, 16 Colo. Under the statute (Colo. Gen. St., §§ 248, 252), the liability of the directors is not dependent upon the time of maturity of the debt, and if the debt was contracted while they were in default, it cannot avail them as a defense that they terminated such default and all further personal liability for subsequent debts by filing the certificate of paid-up capital stock before the debt upon which action is based had matured. Thatcher v. Salomon, 16 Colo. App. 150, 64 Pac. 368. Under the statute (Colo. Gen. St., §§ 248, 252) the liability of the directors is based upon a fact-whether report was made within time required, and if not, the directors become personally liable. Thatcher v. Salomon, 16 Colo. App. 150, 64 Pac. 368. IV Priv. Corp.-52 poration after they go out of office, although liable for the debts contracted during the period of their default.97 Whether a debt was incurred during the period of delinquency of officers may be a question of fact to be resolved by findings of the court or chancellor.98 Under a statute making the directors of a corporation, if they shall fail to file and publish a report of its condition within twenty days from the first of January of each year, liable for all debts of the corporation then existing and all debts contracted before the report is filed or published, it is essential to the liability of directors that their occupancy of that relation, the default in filing and publishing a report, and the debt of the corporation, shall exist at the same time; and therefore, where the charter of a corporation expires after the making of an executory contract for work to be performed and before performance thereof, the directors are not liable for the work because of failure to file a report for the last year of the corporation's existence, since there is no debt until the work is performed, and at that time there is no corporation.99 Under the statutes as to false reports, the debts for which officers are liable are those contracted subsequent to the making of the report,1 and it has been held that the New York statute providing that officers signing a false report shall be liable for all the debts of a corporation while they are officers thereof" does not apply to debts in existence at the time of the signing and filing of the report. But the Massachusetts statute declaring that directors, if they make a false certificate, "shall be jointly and severally liable for its debts and contracts," has been held to extend to debts existing when the certificate was made, as well as to those contracted afterwards.3 § 2881. Bills and notes. A debt exists at the time of the giving of a promissory note within the statutes as to reports, and if 97 Breitzke v. Bank of Grand Prairie, 124 Ark. 495, 187 S. W. 660. See § 2874, supra. 98 A finding of the chancellor that debts were incurred during the period of delinquency of the officers, is not against preponderance of evidence, where such debts are in shape of overdrafts on a bank, which accrued during the period of the officer's default. Breitzke v. Bank of Grand Prairie, 124 Ark. 495, 187 S. W. 660. 99 Gold v. Clyne, 134 N. Y. 262, 17 L. R. A. 767, 31 N. E. 980, aff'g 58 2 Ferguson v. Gill, 64 Hun (N. Y.) 284, 19 N. Y. Supp. 149; Watson v. Godwin, 62 Hun (N. Y.) 622, 17 N. Y. 'Supp. 51; Torbett v. Godwin, 62 Hun (N. Y.) 407, 17 N. Y. Supp. 46; Woods v. Godwin, 19 N. Y. Supp. 658. 3 Felker v. Standard Yarn Co., 148 Mass. 226, 19 N. E. 220. such a statute has been disregarded, the liability of the directors or officers is determined by the facts existing at that time. If a note is given to renew the former note, the existence of the debt is not determined as of the date of the renewal note. The obligation of a corporation, either as drawer of a bill of exchange or under an express agreement as to a bill of exchange drawn by a third person for its benefit, to indemnify an accommodation acceptor for his payment of the bill, is a debt contracted by the corporation at the time of the acceptance. § 2882. Mortgage bonds. Bonds issued by a corporation and secured by a mortgage on its real estate are debts within the meaning of a statute making the directors liable for all debts on failure to file a report. § 2883. Rent. Under the statutes as to annual reports, directors are liable for a debt of the corporation such as the rent of premises under a lease executed prior to the passage of the law as to reports." § 2884. Taxes. Under a statute rendering directors liable for the filing of a false certificate, a tax duly assessed against the corporation and presently payable is a debt, since the sum is certain, the obligation to pay is one which is imposed by law and an action of contract will lie to recover thereon. § 2885. Under contracts for goods. A debt for property purchased becomes such when the property is delivered, even though 4 So when a corporation indorses a note made by an officer for a debt which is in fact that of the corporation, the debt exists when the note is given, within a statute making the directors liable, in case of failure to make an annual report, for all debts then existing or that shall be contracted before the report is made. Witherow v. Slayback, 158 N. Y. 649, 70 Am. St. Rep. 507, 53 N. E. 681, rev'g 11 N. Y. Misc. 526, 32 N. Y. Supp. 746. Under Pub. Acts 1885, No. 232, § 12, where no annual report was filed in 1895 until September 23rd, and the corporation became indebted on a promissory note dated July 23rd, and payable sixty days after date, officers were liable for such debt. M. I. Wil cox Cordage & Supply Co. v. Mosher, 114 Mich. 64, 72 N. W. 117. See also Hardman v. Sage, 124 N. Y. 25, 26 N. E. 354, aff'g 47 Hun (N. Y.) 230; Ferguson v. Gill, 64 Hun (N. Y.) 284, 19 N. Y. Supp. 149; Sullivan v. Sullivan Mfg. Co., 24 S. C. 341. 5 Byers v. Franklin Coal Co., 106 Mass. 131. 6 Morgan v. Hedstrom, 164 N. Y. 224, 58 N. E. 26.. 7 Stieffel v. Tolhurst, 67 N. Y. App. Div. 521, 73 N. Y. Supp. 1034. 8 Felker v. Standard Yarn Co., 148 Mass. 226, 19 N. E. 220. 9 Thatcher v. Salomon, 16 Colo. App. 150, 64 Pac. 368. In an action under R. I. Pub. St. c. 155, §§ 11, 12, requiring an annual |