Page:Federal Reporter, 1st Series, Volume 3.djvu/774

 STATE INS. 00. OF MI6S0UEI V. EBDMOND. 767 �and if he acquired no right, which he coald enforce against the will of the plaintiff, he incurred no responsibility." Per Chief Justice Gibson, Hïbernia Turnpike Co. v. Henderson, 8 S. & E. 217 ; and to the same effect are Jenhins v. Union Turn- pike Co. 1 Cain'B Cases, 86 ; Highland Turnpike Co. v. McKean, 11 John. 98. �The plaintiff cannot treat the $200 note given for 20 per cent, of the subscription as cash, because it bas not been paid ; nor can it waive the payment of the 20 per cent., be- cause it bas no authority under its charter to receive subscrip- tions for less than the par value of the stock. When the cap- ital stock of a corporation was divided into shares of $50, and there was nothing in the charter which prohibited the direct- ors from disposing of the stock for less than $50 a share, it was held that an arrangement by which the directors of the corporatoin disposed of shares for a less sum was in violation of the charter, and that a promissory note given for stock so disposed of was void. Justice McLean, delivering the opinion of the court, says : "It is said there is nothing ia the charter which prohibits the directors from taking subscriptions of stock for less than $50 a share. No such provision was nec- essary. The duties of the directors are plainly pointed ont in the charter, and as these powers were wholly derived from that instrument it was not necessary to prohibit them from doing that which their charter did not authorize them to do. The charter fixed the rates at which the shares should be subscribed. This is matter of law. ♦ * • The subscrip- tion of stock by plaintiff for less than the price of the shares fixed in the charter was void, as against law and the powers of the directors." Sturges v. Stetson, 1 Biss. 246; and see Fosdick V. Sturges, Id. 255. �The bankrupt received no certificate of stock, never paid any part of bis subscription, and bas done nothing to estop him or his assignee from setting up this defence. The sub- scription was not taken in conformity to the requirements of the plaintiff's charter and by-laws, and imposed no obligation on the company or the bankrupt that can be enforced again^ the will of either. ����