Morrison Waite

“ If the security was actually perfected, all claim of the state upon the indorsed bonds was satisfied. There is no pretense that the road cost less than the value of the bonds. Consequently, if the bonds were not used to build the road, other funds belonging to the company must have been, and it was proper to treat the bonds as a substitute for the other funds in the treasury of the company. This being so, it was not a fraud on the state for the company to do with the bonds as it might have done with the other funds if they had not been used in building the road. ”

“ The liability of the officers and stockholders of the company to the state is statutory only, and there can be no recovery unless the facts stated in the declaration are such as to bring the defendants within the operation of the liability clause in one or the other of the statutes. ”

“ To our minds it is clear, therefore, that, upon the facts as they are set forth in the declaration, there is no liability on the part of the defendants for the alleged frauds of the company other than those connected with overissues or sales of the bonds at less than 90 cents on the dollar, and for these the suit is not brought. ”