Page:Federal Reporter, 1st Series, Volume 7.djvu/797

 fLINK V. BAGLET. 785 �FiiiNN, AsBIgnee, v. Baglet and others. �{District Court, B. D. Michigan. June 27, 1881.) �1. Corporation — Liabilitt of Stockholders. �Where defendants subscribed and agreed to pay certain gums of money towards the increased capital stock of a corporation, 'with the understanding that they were to receive stock therefor at 66^ cents upon the dollar, and this arrangement was carried put, and certifl- cates for the stock delivered to them, hdd, that the assignee in bank- ruptcy of the corporation might still collect the remaining one-third of the par value of the stock for the benefit of its creditors. �In Equity. �This was a bill in equity by the assignee of the Detroit Novelty Works to compel the payment of the balance due upon certain unpaid subscriptions to the capital stock of the Company. The material facts were that the company was organized in 1869, with a capital stock of $50,000, divided into 2,000 shares of |25 each. In 1871 it was proposed to increase the stock of the conipany to $100,000, and the fol- lowing agreement was entered into by the defendants in this suit, or by those from whom the defendants hold their stock : " The undersigned subscrile hereby the amount set opposite our re- spective names, and agree to pay the same towards the increased stock of the Detroit Novelty Work, in three equal instalments, on April 3, 1871, May 3, 1871, and June 3, 1871, (without grace,) it being understood that stock shall be issued to subscribers for such siibscriptions at 66^ cents upon the dollar, and that a total amount of the subscriptions hereto shall be $20,000 ; and f urther, that negotiations upon the basis proposed by T. W. Misner, under date of March 31st shall be completed before these subscriptions shall be of binding force. Detroit, April 1, 1871. " �This agreement was assented to by all the existing stock- holders of the company, and was carried out by the payment of the money, $20,000, and the issuance of the stock, $30,- 000. The corporation having gone into bankruptcy, and its assets proving insuflicient to pay its liabilities, the com- plainant in the suit, who had been chosen its assignee, filed this bUl to compel the defendants, who are stockholders of the company under the above subscription, to pay one-third of the par value of the increased stock taken under that agreement. On July 29, 1874, a majority of the directors of �v.7,no.9— 50 ��� �