8 rnommn nnronrnn.
called to "account to the corporation" for money or property which
neither the corporation nor the trustees, as such, are alleged ever to
have had. See Robinson v. Smith, 3 Paige, 222; Dodge v. Woolsey,
18 How. 331; Ang. & A. Corp. §o312. The complaint does not state
that there was ever a dollar paid in as capital of the company, either
to the trustees, as such, or into the treasury of the corporation, for the
stock that was called full-paid stock and issued to Sanders as such;
or that the corporation was not then as worthless as the mining prop-
erty is alleged to have been; or that it parted with anything of value
in taking the conveyance. All that can be gathered from the com-
plaint in this respect is that the individual defendants undertook, by
an arrangement with Sanders, to issue all the capital stock of $10,-
000,000 to him in exchange for the land, and then to take back from
Sanders the same stock upon payment to him of somewhere from
$46,000 to $100,000, and through this device to represent to the
public that the stock was full-paid stock. If this was in fact the ,
substance or the transaction, it was, of course, a sham and a cheat,
and any person actually misled as to the facts, and induced by such
frauds to buy stock, believing that $10,000,000 had been put into the
com·pany in cash, or its equivalent in mining property of that actual
market cash value, may doubtless have his legal action for damages
for false representations.: No such claim, however, is made in this
suit, nor are facts stated suliicient to support such an action. The
only thing remaining in the defendants' hands as trustees which they
have ever had, and for which they could by any possibility account,
is not the sum of $10,000,000, nor any part of it, but the mining A
property itself,.(which they never disposed of,) and the stock which
they received from Sanders, or the proceeds arising from the sales
. of it. No account of the stock is asked, nor any injunction against
further sales.
As to this stock, if the complaint states facts sufficient for an ac-
counting in equity, the prayer of the complaint is against the indi-
viduals severally who received and sold the stock, "for the gains and
profits received by each." There is nothing in the complaint from
which it can be gathered that any sales of this stock were made by
them jointly, or on joint account, or for their joint use. The trans-
fer of the stock to Sanders, being, upon the allegations of the com-
plaint, an evident sham, in law amounts to nothing. In substance
and effect, according to the complaint, the defendants, having indi-
vidually agreed to pay Sanders some $46,666 for the mining prop-
erty, caused it to be conveyed to the corporation as a payment by
Sanders into the treasury of the corporation of the whole amount of
its capital of $10,000,000; whereas, by the statutes of this state, it
could not be lawfully accepted on account of capital, or serve as a
basis for the issue of stock, beyond its actual value, which, accord-
ing to the complaint, was not over $100,000. The defendants them-
selves, or some of them, then took from Sanders all the stock thus