Page:Federal Reporter, 1st Series, Volume 7.djvu/802

 T9Q PEDEBAL EBPOBTEB. �case cannot be considered as a direct authority here, as the action was brought against au, innocent purehaser of such shares. �These cases appear to be decisive in favor of the position assumed by the defendants here. There is, however, a serie» of opinions of the supreme court of the United States, begin- ning with the cases of Upton v. Tribilcock, 91 U. S. 45, and cul- minating in Hawley v, Upton, 102 U. S. 314, which put the obligation of a subscriber to stock in an entirely different light. While none of these cases except the last are neces- sarily inconsistent with the views expressed by the English courts, or with the position assumed by the defendants here, the general drift of the opinions is to the effect that the acceptance of a certificate of stock, not fully and actually paid xnp, ipso facto, obligates the holder to make up its par value if the duty of the corporation to its creditors requires it, although he originally agreed to take the stock as fully paid up. �In Upton \. TiJ)ilcock,91 U. S. 45, the defendant agreed to becoine a stockholder, and, with intent to become such, accepted a certificate for stock whereby he became bound to pay the full amount thereof as follows : Five per cent, upon the delivery of the certificate ; 5 per cent in three months ; 5 per cent, in six flionths; 5 per cent, in nine months; and the residue wheneycr called for by the company, according to the charter of the company and the laws of the state of Illi- nois. The defence was that the subscription was obtained by the fraudaient representations of the agent of the com- pany, to the effect that the defendant would only be respon- sible for 20 per' cent, of the subscription made by him, and that he delivered his note in full payment of this amount. He received a certificate with the word "non-assessable" printed aeross the face. It was held that the legal effect of the instrument was tb niake the remaining 80 per cent, pay- able upon the demand of the company, and that the word "non-assessable" was no qualification of this resuit. "At the most, the legal effect of the word in question is a stipulation against liability to further taxation or assessment after" the ��� �