Insolvent Corporation—Action by Creditors—Unpaid Stock—Relief Within Issues—Ownership of Stock—Subscription Immaterial.—In an action by judgment creditors of an insolvent corporation to compel payment of unpaid shares of stock, where the averments of the complaint are broad enough upon issue joined, and the proofs are sufficient to warrant a recovery- against the. defendants as bona fide holders of unpaid stock, it is immaterial whether they are shown to be original subscribers or not.

Id.—Overissue not Shown—Apparent Oversubscription—Stock Subscribed by Promoter—Deduction—Agency.—Where it appears that there was no overissue in fact of any shares of the corporation, but that there was an apparent oversubscription upon the aggregate subscription lis-ts, due to the fact that the promoter of the corporation subscribed a sufficient number of shares to make the entire subscription complete, as an assumed agent for stockholders thereafter subscribing or taking shares of stock, whose subscriptions or shares taken were deducted from his in the original issuance of the stock, with the acquiescence of all parties concerned, and without any intended fraud, the promoter must be deemed the agent of such subsequent subscribers or shareholders and the stock received by them cannot he deemed an overissue.

Id.—Release of Subscribing Stockholder—Acquiescence.—Though a contract of subscription to the stock of a corporation may be modified or annulled only by the unanimous . consent of the stockholders, or by the board of directors duly authorized to release it, yet such release may be proved not only by the records, but as well by the acquiescence of the stockholders, and by the fact that the corporation itself did not regard it as binding.

Id.—Substitution of Stockholders—Assignment.—No formal assignment is necessary in order to substitute one stockholder for another.

Id.—Par Value of Shares—Agreement Upon Stub Certificate—Construction—Finding—Relief of Corporation—Purchase 'Below Par not Authorized.—Where the par value of the shares was two hundred dollars each, and defendants claimed that they had paid their stock in full by paying in addition to their first payment of twenty dollars per share, the full sum of thirty-four dollars per share, under an agreement signed upon each stub certificate by all of the shareholders when the stock was issued to pay one dollar per share each month for thirty-four months, such agreement, in the absence of proof of authority from the directors/ to sell the stock at less than par, must be construed, in accordance with the finding of the court, to be not a contract of purchase, but an agreement merely to relieve the corporation from the necessity of making calls and assessments upon the stock.