Russell v. Todd

delivered the opinion of the Court.

The question decisive of this case is whether, in a suit brought in the federal district court in New York to enforce the statutory liability of shareholders of a joint stock land bank for its debts, the court rightly declined to apply the three-year state statute of limitations.

Respondents Todd, Work and Weiss, copartners, in behalf of themselves and other creditors of the insolvent Ohio Joint Stock Land Bank of Cincinnati, Ohio, brought suit in the District Court for Southern New York against petitioners, copartners, to enforce their liability as record shareholders of the bank under § 16 of the Federal Farm Loan Act, 39 Stat. 374 , 12 U. S. C. § 812 . Petitioners, among other defenses, pleaded the New York three-year statute of limitations. § 49 (4) N. Y. Civil Practice Act. The district court found, as is conceded here, that the cause of action accrued April 6, 1928; that plaintiffs in the suit had notice of its accrual on April 15, 1928, and that the suit was commenced three years and eight months later, on December 16, 1931. It overruled the plea of limitations and gave judgment for respondents. 1 F. Supp. 788 ; 20 F. Supp. 930 , 936. The Court of Appeals for the Second Circuit affirmed, 104 F. 2d 169 .

Both courts, holding that the suit was exclusively within the equity jurisdiction of the court, ruled that the doctrine of laches and not the state statute of limitations was applicable, and held, that respondents had not been guilty of laches. We granted certiorari, 308 U. S. 541 , limited to the question of the application of the New York statute, upon a petition which challenged the decision below as in conflict with the decisions of this Court applying the three-year statute of limitations in a suit to enforce the liability of stockholders of a state bank in Platt v. Wilmot, 193 U. S. 602 ; cf. as to liability of stockholders of national banks, McDonald v. Thompson, 184 U. S. 71 ; McClaine v. Rankin, 197 U. S. 154 .

As the liability of the stockholders as prescribed by this section is to pay “equally and ratably,” the sole remedy is by plenary representative' suit brought in equity in' behalf of all creditors of the bank, in which the existence and extent of insolvency, and the ratable shares of the contribution by shareholders can be ascertained and an equitable distribution made of the fund recovered. But this amount cannot be determined and its distribution effected without resort to the procedures traditionally employéd by equity upon a bill for an accounting and for the distribution of ’a fund brought into its custody. No stockholder is liable for more than his proportion of the debts not exceeding the par value of his stock; His proportion can be ascertained only upon an accounting of the debts and of the stock and a pro rata distribution of the liability among the shareholders and of the proceeds of recovery among the creditors. Such a suit during its progress and at its conclusion by a final decree of distribution requires the exercise of powers which are pecu

When the’receiver or officer performing like functions is authorized by statute to. assess the shareholders, the assessment is binding on .them by reason of their membership in the corporation, and each shareholder then becomes liable in a suit at law for the amount of the assessment. See Christopher v. Brusselback, supra, 503, and cases cited. It is for this reason.that there is a divergence between the procedure for recovering assessments of shareholders of national banks, and that for enforcing the liability of shareholders in a federal land bank. In the latter cáse there is no-legal remedy, the relief being afforded exclusively in equity. The test of the inadequacy of the legal remedy prerequisite to resort to a federal court of equity is the legal remedy which federal rather than state courts afford. Di Giovanni v. Camden Fire Insurance Assn., 296 U. S. 64 ; Atlas Life Insurance Co. v. Southern, Inc., 306 U. S. 563 . And the jurisdiction of federal courts of equity, as determined by that test, is neither enlarged nor diminished by the names given to remedies, or the distinction made between them by state practice. Stratton v. St. Louis S. W. Ry. Co., 284 U. S. 530 , 534.

The present suit is not any the less in equity because it turns out that the liability of the shareholders equals the full par-value of their stock. The amount of the liability could not be determined and assessed without ah accounting of assets and liabilities, and distribution could not be effected among creditors without resort to the power traditionally that .of a court of equity to make its determination of the rights of the parties effective

The suit being in equity, brought in a federal district court, the question decisive of this case is what lapse of time will bar recovery in the absence of an applicable federal statute of limitations. The Rules of Decision Act does not apply to suits in equity. Section 34 of the Judiciary Act of 1789, 28 U. S. C. 725, directing that the “laws of the several states” “shall be regarded as rules of decision” in the courts of the United States, applies only to the rules of decision in “trials at common law” in such courts, but applies as well to rules established by judicial decision in the states as those established by statute. Erie R. Co. v. Tompkins, 304 U. S. 64 .

From the beginning, equity, in the absence of any statute of limitations made applicable to equity suits, has provided its own rule of limitations through the doctrine of laches, the principle that equity will not aid a plaintiff whose unexcused delay, if the suit were allowed, would be prejudicial to the defendant. Wagner v. Baird, 7 How. 234 , 258; Stearns v. Page, 7 How. 819 , 828, 829; Philippi v. Philippe, 115 U. S. 151 , 157; United States v. Beebe, 127 U. S. 338 ; Curtner v. United States, 149 U. S. 662 , 676; Alsop v. Riker, 155 U. S. 448 , 460;Abraham v. Ordway, 158 U. S. 416 , 420. In the application of the doctrine of laches it recognized that prejudice may arise from delay alone, so prolonged that in the normal course of events evidence is lost or obscured; and the English Court of Chancery early adopted the rule, followed in the federal courts, that suits to assert equitable interests in real estate will, without more, be barred after the lapse of twenty years when ejectment or the right of entry for the assertion of a comparable legal interest in the land would be barred. Elmendorf v. Taylor, 10

But where the equity jurisdiction is exclusive and is not exercised in aid or support of a legal right, state statutes of limitations barring actions at law are inapplicable, and in the absence of any state statute barring the equitable remedy in like cases,, the federal court is remitted to and applies the doctrine of laches as controlling. Wagner v. Baird, supra, 258 ; Badger v. Badger, 2 Wall. 87 , 94-5; Kirby v. Lake Shore & Michigan Southern R. Co., 120 U. S. 130 , 139; Metropolitan Bank v. St. Louis Dispatch Co., supra, 448; Speidel v. Henrici, 120 U. S. 377 , 386, 387; see Southern Pacific Co. v. Bogert, 250 U. S. 483 , where no statute of limitations was pleaded. 244 F. 61 , 65.

The present suit was brought in less than four years after the cause of action had accrued, and it is conceded that the cause of action is not barred unless by the three-year statute. Section 49 of the Civil Practice Act provides that “the following actions must be commenced within three years after the cause of action has accrued : . ... (4) An action against a director or stockholder of a moneyed corporation, or banking association ... to enforce a liability created by the common law or by statute. The cause of action is not deemed to have accrued until the discovery by the plaintiff of the facts under which . . . the liability was created.” This Court has recognized that this statute is a bar to actions at law and has so applied it in suits to recover assessments on shareholders of a bank. See Platt v. Wilmot, supra.

Respondents, admitting that the statute is a bar to suits at law, argue that it is inapplicable-to suits in equity and that when the remedy at law is so inadequate that resort must be had to remedies which are traditionally, equitable,'-the limitation is not that of the three-year but of the ten-year statute, which is made applicable to all actions for which no limitation is otherwise specially prescribed. § 53, N. Y. Civil Practice Act.

At the outset we are confronted with those cases in which this Court in McDonald v. Thompson, supra, and

In the absence of a definitive ruling by the highest court of the state, we accept the decision of the Appellate Division and the reasoning of the Court of Appeals upon which it rests as persuasive that the three-year statute does not apply to suits like the present where the remedy is exclusively equitable. See Wichita Royalty Co. v. City Bank, 306 U. S. 103 , 107.

We take it that in the absence of a controlling act of Congress federal courts of equity, in enforcing rights arising under statutes, of the United States, will without reference to the Rules of Decision Act adopt and apply local statutes of limitations which are applied to like causes of action by the state courts. Cf. Mason v. United States, 260 U. S. 545 ; Jackson County v. United States, 308 U. S. 343 . In thus giving effect to state statutes of limitations as a substitute or supplement for the equitable doctrine óf laches, it must appear with reasonable certainty that there is a state statute applicable to like causes of action. As that does not appear here with respect to the three-year statute, the court be

Petitioners argue that under New York law, laches is not a defense to actions' like the present and that in the light of our decisions in Erie R. Co. v. Tompkins, supra, Ruhlin v. New York Life Insurance Co., 304 U. S. 202 , federal courts in the exercise of the equity jurisdiction conferred upon them by § 24 of the Judicial Code, 28 U. S. C. § 41 , are no longer free to apply a different rule. But in this case laches has not been held to be a defense and the Court has not declined to give effect to a state .statute shown to be applicable. In the circumstánces we 'have no occasion to consider the extent to which federal courts, in the exercise of the authority conferred upon them .by Congress to administer equitable remedies, are bound to follow state statutes and decisions affecting those remedies.

Affirmed.

Mr. Justice Roberts is of opinion that the judgment should be reversed for the reasons stated in the dissenting opinion of Clark, J., in the Circuit Court of Appeals.

Mr. Justice Murphy took no part in the consideration or decision of this case.