Lucius Quintus Cincinnatus Lamar

“ One essential feature of an incorporated joint-stock company is the right of each stockholder, without restraint, to sell or transfer his shares at pleasure. Thomp. Liab. Stockh. § 210, and cases there cited. So well established is this right that a by-law of a bank putting restrictions upon the transferability of stock in the hands of its members has been held void as being in restraint of trade. ”

“ Justice Story, 'of a composition or trust deed, in cases of insolvency, usually is that the property of the debtor shall be assigned to trustees, and shall be collected and distributed by them among the creditors, according to the order and terms prescribed in the deed itself; and, in consideration of the assignment, the creditors, who become parties, generally agree to release all their debts beyond what the funds will satisfy.' 1 Story, Eq. ”

“ In the latter, the individual members of the firm are presumed to, and in general actually do, contribute to the common enterprise, not only their several shares of partnership capital, but also their individual experience, skill, or credit, no member having the right to sell out his interest or to retire from the firm without the consent of the copartners, and, if he does either, the act amounts to a dissolution of the partnership. ”

“ First, the contract sued on was invalid, and against public policy, because made secretly with one of a number of persons who had subscribed together, upon the same express terms and conditions, for stock in a manufacturing corporation, whereby the plaintiff had sought to procure to himself an advantage withheld from the other subscribers; and, second, the defendant is not precluded from setting up the invalidity of such contract because he was a party to it. ”

“ The plaintiff remained bound by his subscription, notwithstanding the agreement with the defendants, as fully and completely as though the agreement with the defendants had never been made. Nothing has occurred to change, qualify, or limit his obligation to the company. The company sold the shares to secure 'working capital.' * * * The defendants were interested in setting the company afoot. They were the principal holders of its stock. ”