1. Whei'e A purchases the whole capital stock of a corporation from B, who had acquired the same, a suit will not lie for a breach of an alleged implied warranty in the name of C, who had acquired the stock from A, to recover from B the amount of an unpaid tax fi. fa. against the corporation, which was about to he levied upon a certain tract of land owned by the corporation.

(a) Such a suit may not he denominated a suit to recover for fraud and deceit, where there are no allegations of representations of any kind as to value of stock or title to physical property owned by the corporation, or any indebtedness which the corporation may have had against it.

2. The court properly sustained the general demurrer to the suit:

Judgment affirmed.