Flournoy v. Highlands Hotel Co.

Russell, C. J. 1. There is no such doctrine known to the law as a set-off of Avrongs. Not even estoppel can legalize or vitalize that which the law declares unlawful, and void. If so, the conduct of individuals, AAdiether independently or collusively, could render any -and all laws invalid and impotent. Ordinarily any of the circumstances to which our attention is directed by the Court of Appeals would work an estoppel; but the express proAnsion in the securities law relating to the sale of securities in violation of the regulations of the State and its public policy debars the courts from giving their aid to the enforcement of such criminal contracts, and will entitle the subscriber to repudiate the subscription contract in accordance with the quasi-criminal provisions of the securities law. %. The law will not lend its aid to enforce contracts criminal, immoral, or contrary to declared public policy. Consequently the courts can enforce only that which is legal and not in contraA'ention of law, sound morals, and approved public policy; and hence, regardless of the matters upon which estoppel ordinarily might be based, a subscriber to stock would not be precluded to present the defense applicable in a case where so vital and material a change had been made in the object and purposes of the corporation as to release a subscriber to the capital stock of a corporation Avhich had been thus metamorphosed and radically changed. IE the law was not complied with, as stated in the answer to the first question, all proceedings would be nugatory, and no answer would be required to the second question. If in the sale of the securities the law was complied with, the circumstances related in the first question would estop the subscriber from repudiating the contract on the ground of variance between the terms of the subscription and the provisions of the charter. [472] 3. The foregoing answers, as shown by the questions propounded by the Court of Appeals, obviate the necessity of answering any further questions. All the Justices concur, except