Lawyers' Reports Annotated Bk. 12

Cover Lawyers' Reports Annotated Bk. 12
Lawyers' Reports Annotated Bk. 12
Lawyers Co-Operative Publishing Company
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As affecting the rights of creditors, the Statute is simply a definite requirement as to what shall constitute that trust fund to which persons dealing with the corporation have a right to look. The de- fendants in this case, in making and accepting payments on the stock subscriptions, were act- ing in a fiduciary capacity in reference to that fund. The performance of the contract of subscription, to be binding on creditors, should have been such as is required in the case of a contract between... a trustee and one hav- ing knowledge of his trust obligation. In form the stock subscription was such as the Statute called for. Under section 2028 of the Code of 1876, and section 8, art. 14, of the Constitution the stockholders are liable only for the unpaid stock owned by them. But the creditors are entitled to demand that the pay- ment on the stock shall be an actual and bona fide discharge of the liability imposed by the contract of subscription. The defendants, in making and accepting pavment in propertv, were bound to exercise their judgment and dis- cretion fairly and honestljr directed to secure a substantial compliance with the terms of the contract.

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