Greenberg

The plaintiff, and the intervenor, and one L. M. Warden purchased certain lands, the title to which was conveyed to plaintiff, who executed a declaration of trust admitting that Johnson owned an undivided one-fourth thereof.

These parties sold said lands to the California Bituminous Rock Company, a corporation, and, as alleged by appellant, agreed to accept in payment therefor 1,250 shares of the stock of said corporation of the approximate value of said real property, which value was alleged to have been, at the time of the sale, $25,000.

Said 1,250 shares was the entire capital stock of the corporation, and was to be issued and delivered in the following proportions: To Warden, Johnson, Greenberg, and Underhill each 300 shares—the latter taking one-half of Warden’s interest—and to one Ernest Graves 50 shares.

*669 Although the whole legal title was in Greenberg, Warden and Johnson joined in the conveyance to the corporation, and this sale and conveyance was made July 24,1888.

Said stock not having been issued and delivered, Greenberg, in January, 1891, commenced an action against the corporation to foreclose an alleged vendor’s lien, alleging a sale for the sum of $25,000,…