Page:Federal Reporter, 1st Series, Volume 5.djvu/419

 IN BE SOUTH MOUNTAIN CONSOLIDATED MININfl 00. 407 �viously agreed upon. The remainder is reserved for work- ing capital, or disposed of in the market for such priees as the value and prospects of the enterprise rday justify. The purchaser is, of course, caref ul to know into how many shares the stock is divided> but he ia wholly regardless of the nominal and purely arbitrary par value attributed to the shares. No subscription paper, memorandum of association, deed of settlement,or other document, creating either expressly or impliedly any ex contraetu obligation to take and pay for, at their nominal par value, any shares of stock, is sigaed by any of the sha-reholders. This general account of the mode of organizing mining companies in this state de8cribe8,"with sufficient accuracy, what was dune in the case as bar.- The requirements of the statutes of this state with regard to mining corporations were strictly oomplied with. I amuûil-i ble to perçoive how any ex contracta obligation on the part of the shareholders to take and pay for their stock was cr'eated. It may be confidently afarmed that in no case of this desorip- tion bas such an obligation or liability he&n intended to be created. It bas on ail banàs been supposed that the re- sources of such corporations were to be derived from the sale of reserved stock, or by levyingiiassessmentg, with the power of selling delinquent stock. Creditors are protected by the Personal liability of each-sharebolder for his pro rata share of the indebtedness of the corporation. �It was urged on the part of the stockholders that the shares held by them are to be treated as fuUy paid-up stock. I do not concur in this suggestion. It might bave some plausibil- ity in cases where ail the stock bas been distributed àmong the ownersof the mine in proportion to their respective iiiter^ «sts; but where stock bas been reserved, and subsequently sold at perhaps one-hundredth part of its nominal par value, it can in no sense be oalled or treated as fuUy paid-up stock. �But, even in the case of shares distributed among the mine owners, the view suggested seems to me iiiadmissible. It is a pure action. The mine owners do not, in faot,' agree to take the stock and pay for it at its nominal par valtie — pay- ment tobe màde by oonveying the mining groundftt a Valua- ����