[1] Corporations—Donation op Stock to 'Corporation—Collateral Attack bt purchaser—Eight op Creditor.—Where a corporation issues all of its capital stock and thereafter a donation back to the corporation is made of certain shares by those stockholders whose shares were issued to them for property, purchasers of a part of such returned st'oek cannot contend as against a creditor of the corporation that the stock issued to them was an overissue of treasury stock.

[2] Id.—'Sale of Stock for Money—Purchase Price Less Than Par Value — Measure of Stockholder’s Liability to Creditors.— Where stock is sold for money and the purchase price is less than the par value of the stock, the difference between the par value and the amount' actually paid is the measure of the stockholder’s liability to creditors, as to unpaid subscriptions.

[3] Id.—Issuance of Stock fob Property of Uncertain Value — Fictitious Valuation — Constructive Fraud on Creditors. — Where the stock is not sold for cash but is issued for real or personal property having no generally defined value, the rule is that where the corporation and stockholder have agreed upon a given valuation for the property transferred, such valuation is binding and conclusive unless it is fraudulent in purpose or effect. But if the parties have put upon the property a valuation in excess of what they knew or believed to be its true value, this is a constructive fraud upon the creditors and the stock will be deemed paid only to the extent of the actual value of the property received in exchange for it..

[4] Id.—Applicability of Pule to Mining Corporations — South Mountain Mining Company Case Overruled.—The rule enunciated in Serrón v. Shaw, 165 Cal. 668, and Sarrison v. Armour, 169 Cal. 78*7, that stockholders of a corporation are liable to creditors for the difference between the value of property exchanged for stock and the par value of the stock, is a general rule applicable to all classes of corporations, and the rule stated In re South Mountain Consolidated Min. Co., 7 Sawy. 30, excepting its application in the cases of certain classes of mining corporations, no longer properly expresses the law in force in this state.

[5] Id.—Action on Stockholder’s Liability—Mining Corporation— Belief of Corporators as to Value of Property Beceived for Stock—Evidence.-—-In an action -by a judgment creditor of a mining corporation to recover of certain stockholders who had purchased shares of stock from the corporation which had been donated back to it by certain stockholders, evidence should have been received at the trial bearing on the belief of the corporators as to •the value of the property, to the end that it might have been determined what that belief was, and whether it was in fact' honest and intelligent.

[6] Id.—Actual Value of Property—Proper Standard.—In such action, a finding of value of the property at the time of the transfer to the corporation based upon -prospective earning power as determined at a time subsequent to the transfer, is not the proper standard, since it was the duty of the court to determine the value by ascertaining as nearly as possible what a reasonably prudent investor who contemplated spending his own money would- have been willing to pay for the property under the circumstances under which the corporators acted on the date of the transfer.