Andrews

Plaintiff seeks by this, suit to subject alleged unpaid subscriptions of the defendants, as stockholders, to the payment of the corporation’s indebtedness.

The Panama Oil Company was organized under the laws of California in May, 1912, .with an authorized capital stock of 2,000,000 shares, of the par value of one dollar each. On May 24, 1912, one J. B. Hedrick offered to transfer to the corporation, in exchange for all of its capital stock fully paid, certain property, consisting of stock in another oil company, an option in favor of Hedrick, and a lease on oil lands in Kern County. The board of directors of the Panama Oil Company accepted this offer, reciting in the resolution of acceptance that in their opinion the property offered was worth fully the sum of $2,000,000. Pursuant to the order of the board of directors, all of the stock was issued to Hedrick as fully paid, on his conveying to the corporation the property offered in exchange. Thereafter the Panama Oil Company became indebted to the American Contracting and Drilling Company, and, on July 12, 1913, in full payment and satisfaction of its indebtedness, executed to the latter corporation its promissory note for the…