Alford v. Laurel Improvement Co.

Teuly, J., delivered the opinion of the court. It is perfectly apparent on a careful inspection of this record that appellant’s right to have delivered to him any certificate of stock in the Laurel Improvement Company was dependent solely on his payment of the promissory note given for the par value of the stock subscribed for by him in the first instance. N The subsequent issue of stock under the guise of a fictitious dividend, by which each holder of stock had his holding doubled, gave appellant no right to demand delivery of the stock gratuitously issued, because he had never paid for the stock originally issued to him, and hence no title vested in him. This would be true, as a matter of law, even in the absence of the understanding that both certificates of stock were to be retained by the company as collateral security for [377] the promissory note given for the par value of the first stock certificate. Appellant’s own statement convinces us that this was the implied, if not the express, understanding with regard to the certificate which he now seeks to have delivered to him. The statute (Code 1892, § 850) expressly forbids that any note or obligation shall he received or considered as payment of a subscription to the capital stock of any corporation, the plain intendment of the law being that all stock must be fully and actually paid for, while in the instant case there is only the barest pretense that appellant ever parted with any valuable consideration for any portion of the stock. The judgment is affirmed.