Epitomized Opinion

Trowbridge and others organized the Provident Co. with a capital stock of 1500 shares perferred, and 1500 shares of common, face value $50. At the first stockholders’ meeting Trowbridge offered to pay the expenses of incorporation, provide office equipment and pay $2000 in cash if the company would issue all the common stock to him. This proposition was accepted by the corporation and Trowbridge carried out his, agreement. There is no claim that what he furnished equaled the pai value of the stock. The interest of any creditoi was not involved, it was not claimed that any stockholder has been defrauded, nor that a fraud was practiced against the corporation. The trial courl entered judgment for the full par value of the common stock after giving certain credits. In reversing the judgment, the Court of Appeals held:

1. We do not believe that upon authority sují principle a corporation, after having once issflH its capital stock as fully paid up, can afterwarcE repudiate that contract wwithout any breach upm the part of the stockholder where the rights o: creditors or stockholders are not involved, and de mand of the stockholder any difference between th< stock he has acquired and the value of the prop erty exchanged for it.