The Anaconda standard. [volume] (Anaconda, Mont.) 1889-1970, 1898-08-04

tually paid therefor. and not exceeding
the mount of the debts due to such
creditors.
THE plaintiff also states a separate
cause Of action against the defendant
and alleges that while the defendant
was a stockholder and officer in said
corporation. said corporation advanced
and loaned TO him certain moneys, and
that said corporation was indebted at
said time. The plaintiff therefore
claims on this cause Of action a right
TO recover against the defendant an
amount equal to the amount advanced
and loaned.
Section 457 of the revised statutes Of
Montana provides that stockholders in
"A corporation such as the Harris * Nc
Cormick company, shall be severally
and individually lab to the creditors
OF the company i'm which they are stock
holders to the amount of unpaid stock
held by them respectively for all acts
or any contracts made by such com
pany until the whole amount of capital
stock subscribed for shall have been
paid in.
And section ass provides that the
trustees of such company may purchase
property necessary for their business.
and issue stock To the amount OF the
value thereof in payment therefor, and
1 stock so issued shall be declared and
taken To he full paid stock. and not liza
BILE to any further call. neither shall the
holde thereof be liable for any further
payment under the provisions of sec
ton 451 of this chapter.
The authority of trustees of corpor-
atoms to purchase property necessary
To their business. and issue stock TO
the amount of the value thereof in pay
ment therefor, which stock so issued
shall be declared and taken TO be full
paid stock, not liable to any further
calls, is a specific grant of power to
buy any species of property necessary
to the business of the company, by pay
ing therefor in stock. But in exercising
the " so given. the par value of the
stock so issued must be put against the
fair value Of the property purchased.
The language to the amount of the
value thereof used in section ass,
means the actual or fairly estimated
value of the property exchanged for
the shares of stock delivered i'm pay
ment. The trustees have. therefore, no
right to put upon the property any
valuation which the parties to the
transaction please. and to issue in pay
ment therefor, stock of a face value.
grossly in excess of the true value of
the property.
The statute neither allows a grossly
excess of value to be put upon the prop
erty sold i'm order to deliver IL over i'm
consideration of "A larger amount of
stock. the par value of which is far in
excess of the fair value of the property.
Nor does IL authorize property to be
sold at far less than its value i'm consid-
Grafton of payment in stock worth On
its face more than the property so
owned. actually or fairly estimated is
worth. The company canno issue it's
stock as full paid at less than its par
value. 1t is the object of the statute
to make the full paid stock that is is
sued the representative, dollar for dol
lar, of the money or property that has
been paid i'm for its purchase, so that
the company shall start off i'm business
with money or property Of the full val
ne of it's paid up capital.
IF the trustees of the Harris q Nc
Cormick company transferred to NJ. t..
Harris "A. $50 shares Of the capital stock
of said company in consideration for
the business, property and goodwill
formerly owned and conducted by NJ.
c. Harris, and the defendant was an
owner i'm aid business and property 20
transferred. or had agreed TO purchase
In interest therein. then you will find
whether or not he received 1880 shares
of said capital stock or any number rf
shares which was transferred To said
NJ. G. Harris in consideration for L.
PENDANTS interest in said business AMI
property. and If you find that he did,
Z lHtn you VIII lllNliltt Nlltl tlti the IL
PENDANT paid any further consideration
To the corporation for said shares f
stock than the interest which he had
or was to have i'm said business. and il
he did not. then you will determine
what was the fair value of the interest
for which the defendant received said
stock, and If you find the fair value II
be less than the par value of the stock
received by the defendant therefor.
- ~. a., A.f.,la-V L. 49, q.
be the fact. or had reasonable means
and opportunity for ascertaining the
same. then the court instructs you that
the shares of stock held by the de-
PENDANT. If you find that he is the own
er of said 1880 shares or any numbc
of shares. are not full paid up. and if
you find that the company is indebted
To various parties, and which by reason
Of insolvency II is unable To pay, the
plaintiff is entitled to recover for them
from the defendant an amount equal "a
the difference between the fair value
Of the property transferred In consil-
Grafton for the shares of stock which
the defendant owned and the par value
thereof. If said debts amount to said
sum-. or If not. then in the amount of
said debts.
Section 462 of the Revised Statutes
Of Montana provides that no loan II
money shall be made by any corpora
ton to any stakeholder therein. Ana
If such loan shall be made to "A stock
holder the officer who shall make IL or
who shall assent thereto shall be joint
~ and severally liable to the extent Of
such loan and interest for all the deb;s
of the company contracted before the
payment of the sun loaned.
III the defendant is the owner III
shares of the capital stock and the cor
I y,raffpp hapa rna inHRhfRl IN any npPGA1
or persons while the stock held by the
defendan was not fully paid up. and
the Indebtedness still exists. and the
corporation is insolvsnt and has no as
sets wherewith to pay said indebted
ness, then the plaintiff is entitled "a
recover from the defendant an amount
equal to the difference between the
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