Page:Federal Reporter, 1st Series, Volume 7.djvu/803

. EUNN ». BAQLET. 791 �holder shall have fulfilled bis contract to ptty the 100 per cent, in the manner and at^ the times indicated." In other words, the court adopted the view that the original contract of ,the snbscriber was to pay the par value of the stock, and that the word "non-assessable" did not vary this contract. �While there is nothing in Chupp v. Upton, 95 U. S. 666, irreconcilahle with the position assumed by the defendants here, Mr. Justice Hunt, in delivering the opinion, observes iihat when a stockholder receives a certiucate of stock for a •certain number of shares at a ^ven sum per share, he thereby becomes liable to pay the amount thereof when <ialled upon by the corporation or its assignees. The cases «f Pullman v. Upton, 96, U. S. 328, and Hatch v. Dana, 101 U. S. 205, contaia little more than a repetition of the prin- ciples laid down in the former casesy and have no especial bearing upon the case under consideration. �The case of Hawley v. Upton, 102 U. S. 314, is very nearly if not directly in point here. , In this case the defendant signed an agreement ta the effeot that for a consideration of 10 shares of the capital stock of the Great Western Insur- ance Company, reoeived by him, he agreed to pay one-fifth of the par value thereof in instalments. His name was entered on the books as a stookholder, but no certificate of stock was ever delivered to him, and no demand ever made upon the companyior such certificate. The supreme court held him liable, upon the theory that the company could not sell its stock at less than par, and that his agreement amounted in law to a subscription for the stock and; nothing else, and that the receipt of the certificate was not necessary to complete his obligation, as against the creditors of the company. I have sought to find a tenable ground upon which to base a distinction between this case, and the one under consideration, but it seems to me that there is no sub; ^tantial difference between them. Here is an agreement, literally, to subscribe a certain sum and to take in payment therefor a certificate, the par valu© of which was fixedby law, representing a sum one-third larger than the amount of the subscription. How does this differ from the agreement: in ��� �