Allen v. Edwards

Citations

• 93 Miss. 719
• 47 So. 382

Syllabus

<p>1. Corporations. Bloch. Subscription. Estoppel</p> <p>Where a subscriber to the capital stock of a corporation, assigned a promissory note to it to secure his unpaid subscription and became a director on the faith of his being a stockholder and accepted a dividend as such, he was estopped, when sued on a separate cause of action by a receiver of the corporation from demanding credit for the sum collected by the corporation on the assigned note, although the corporation held the note only for collection in order to apply the proceeds to Ms subscription account, and its collection was not made until after the corporation had become insolvent and had an outstanding over issue of stock by which it was disabled to issue Mm the stock for which he subscribed, and no certificate was ever issued to him.</p> <p>3. Same. Code 1892, § 850.</p> <p>Code 1892, § 850, providing that a note given by a. subscriber for corporate stock shall not be held as payment therefor, is not available to one seeking to escape liability as a stockholder.</p>