Can a person who has voluntarily taken stock in a corporation be estopped from questioning the light of the company to issue stock?

In Upton v. Hansborough (3 Biss. 417), the action was by the assignee in bankruptcy of the corporation, and it was there held that a person who had voluntarily taken stock was estopped from questioning the light of the company to issue the stock.

In the case of Eaton v. Aspinwall, 6 Duer 181, the shareholders were, by the terms of the Act of the State of New York, under which they were incorporated, individually liable to the creditors, even though their own shares were fully paid up, until the whole amount of the capital was paid in. The defendant there was found to be a shareholder in fact. I assume, though that is not shewn, that the proceeding was similar to our own proceeding by scire facias, and the Judge did, it is true, express an opinion that a party may be estopped from saying that he is not a shareholder if he has openly avowed himself as a stockholder and taken part in the management of the company. The distinction between proceedings by the company, or on a winding up, and this statutory remedy was not adverted to, and the English cases referred to in the judgment do not assist, as they were cases of unincorporated associations where the ordinary law of partnership applied. Some of the other cases bear upon the question of the liability of a transferee who has taken the transfer merely as a security—a question we have not deemed it necessary to consider.