Page:Federal Reporter, 1st Series, Volume 5.djvu/418

 eOC FBD^AL bepobt|:b. �maintained in their able and elaborate brief, I concede. These prinçiples apply to ail cases where an obligation bas been created or incurred on the part of the stock- bolder to pay to the corporation a certain sum, being the par value of the capital stock subscribed for or transferred to him. The liability thus created grows ont of contraot, ex- press or implied, and the creditors of the corporation may avail themselves of it, as of any other chose in action or equi- table assets of the corporation, on well-settled and familiar prinçiples. �But the question in this case is : Does the acceptance of stock in a mining corporation, as they are usually formed in thio state, create any obligation, either by contract or under the law, to pay to the corporation or to its creditors the nominal par value of the stock so accepted ? The mode in which mining companies are formed in this state is familiar to us ail. The owners of the property, or persona expecting to become such, by complying with a few simple formalities, form themselves, with such others as they may take into the association, into- a corporation, to which the property is conveyed. The amount of the capital stock, which is required to be stated in the certificate of incorporation, is usually fixed at a purely arbitrary sum, and divided into as many shares as conven- ience or caprice may dictate. It neither bears, nor ii; intended nor supposed by the public to bear, the slightest relation to the real value of the property — a value nearly always conjectural, and very often imaginary. It has recently become the practiee to divide the capital stock into 100,000 shares of the value of $100 each, making $10,000,000 in ail; a sum which, it is apparent, can have no reference to any egtimate of the real or intrinsic value of what is usually a mere hole in the ground, supposed to afford favorable indi- cations. A striking proof of this is afforded in the present case. Amongthe first actsof the corporation wasto place (in effect) 5,000 shares of their stock on the market at the price of one dollar per share. The organization having been effected and the property conveyed to the company, the stock is issued to the former owners, to the amount which may have been prc- ����