corr v. Noam omonnu com nnncsmrmo co. 15
fairly created and paid for, there is an end of trusts in favor of any- V
body; and this does not affect the general proposition that unpaid
subscriptions of stock are a trust fund to be administered for the ben-
efit of creditors after a corporation becomes insolvent. V
Now, in looking at the present case, as to the first thousand shares
of stock, it seems` to us manifest, from the evidence in the case, that
the company-—the associates who formed the company-regarded, -
and, so far as we can see, honestly regarded their plant-the property
that they contributed-—as worth the hundred thousand dollars .
for the amount of which stock was issued. They estimated some
things as property which could not in law be regarded as such. The
valuation of the charter as such was improper; it was improperly
placed as a part of the capital stock of the company. The value of
the charter could not _form any item whatever in constituting its
capital stock. But, as has been shown, dismissing that out of the
case, there was still a valuation, as made by allthe parties, which
exceeded the hundred thousand dollars. We think; therefore, that ,
corporators, in such a case as that, ought not to be made liable
individually for the debts of the company, at the instance of creditors,
because now, at a later day, the estimates fairly put upon the prop-
erty at that time have become modined by subsequent events, and
will not amount to the value which they set upon it, This does not
assume that they have a right to fix any value they please; they
must put an honest value, and, so far as the evidence in this case
is concerned, we are brought to the conclusion that they did hx an
honest value, to what they put intothe concern. Certainly the cor—
poration had no claim, and could have maintained none, against the
corporators for this original subscription. ·
As to the new stock that was issued in May or June, 1874, it
appears that the object of issuing the 4,000 shares as a dividend to
the stockholders was to balance the amount of stock given to Howes
for his land. They said: "Yes, we will give you 2,000 shares of
stock for the land, provided it is balanced by 4,000 shares to the
_ company, including the 1,000 shares already held. In other words,
when that property is put into our concern we will give you one-third
interest in the whole, 2,000 shares out of 6,000." (Of course, the
other 4,000 belonging to them was to be sold to other parties.)
Wheneas, if they had given him 2,000 shares of stock without any
such adjustment, it would have been giving him for his land two-
thirds instead of one—third of the whole property of the company;
that is, of the whole capital stock of the company. This they were