by John Marshall Harlan

“ On the contrary, the statute itself imposes no express restriction upon the disposition by a corporation of its stock except such as is imposed upon individuals, and prescribes no rule in respect to the liability of a stockholder to creditors except that when corporate property cannot be found to pay a judgment creditor his private property may be seized under the execution to the extent of any unpaid installments on the stock owned by him. ”

“ In none of the cases contemplated in this chapter can the private property of the stockholders be levied upon for the payment of corporate debts while corporate property can be found with which to satisfy the same, but it will be sufficient proof that no property can be found if an execution has issued on a judgment against the corporation, and a demand thereon made of some one of the last acting officers of the body for property on which to levy, and if he neglects to point out any such property. ”

“ But it does not declare that a corporation is without power, under any circumstances whatever, to dispose of its stock at less than par, or that stock purporting to be full paid shall, in all cases, and without reference to the circumstances under which it was acquired, be deemed unpaid to the extent that the amount given for it by the owner, whether in money or in property, was less than its face value. ”

“ The defendant in any stage of a cause may point out corporate property subject to levy, and upon his satisfying the court of the existence of such property, by affidavit or otherwise, the cause may be continued or execution against him stayed until the property can be levied on and sold, and the court may subsequently render judgment and order execution for any balance which there may be after disposing of the corporate property according to the stage of the cause ”

“ When a claim is allowed, it is 'placed in the catalogue of established claims, but shall not be a lien.' Code Iowa 1873, §§ 161, 2312, 2370, 2408-2411, 2416. No other court of the state, except a circuit court, has jurisdiction to allow or disallow a claim against the estate of a deceased person. ”

“ We think it was not beyond the power of the contracting parties.' Again, after observing that the arrangement made was binding upon the railroad company, through which, as well as against which, the judgment creditors claimed, the court said: 'No doubt the subscribed capital stock of a corporation is a fund held by it in trust for its creditors, as is also all its other property, and had the railroad company released, without equivalent consideration, or given it away, its action would have been fraudulent, and might have been set aside by a court of equity. ”

“ So far as the record discloses, it did in good faith what was best for all then concerned in the railroad company, namely, paid off a large claim for construction with worthless stock, those to whom it was issued taking their chances that it might at a future time acquire some value, but with the certainty that if the railroad company became bankrupt and ceased to do business all of its assets would be appropriated by creditors, leaving nothing whatever to stockholders. ”

“ It is next contended that, under the statutes of Iowa governing the settlement of the estates of deceased persons, the plaintiff in error has only an interest in the 'fund' arising from Greene's estate; and as it does not appear, affirmatively, that such interest exceeds, or can exceed, in value the sum of $5,000, this court is without jurisdiction, and the writ of error should be dismissed. This contention must be overruled. The plaintiff seeks a judgment against the estate of Greene for the sum of $65,523.20, with interest. The defendant disputes the whole of that claim. ”

“ The controverted question of debt or no debt is one which, if the representative of the decedent is a citizen of a state different from that of the other party, the party properly situated has a right, given by the constitution of the United States, to have tried originally or by removal in a court of the United States, which cannot be defeated by state statutes enacted for the more convenient settlement of estates of decedents.' See, also, Payne v. ”

“ Among the powers which such corporations may exercise are 'to make contracts, acquire and transfer property, possessing the same powers in such respects as private individuals now enjoy,' and 'to establish bylaws, and make all rules and regulations deemed expedient for the management of their affairs in accordance with law, and not incompatible with an honest purpose.' Section 1151. ”

“ According to those cases, a stockholder, becoming such by formal subscription or by transfer upon the books of the corporation, cannot be discharged to the injury of creditors by any agreement, arrangement, or device to which creditors do not give their assent, and by which the stockholder is to pay less than the amount due upon such stock ”

“ There was no lack of power, therefore, in this company, nor do we think there would have been in the board of directors, to rescind the contract with or without the consent of the stockholders or others, when it was done in good faith, and under the peculiar and equitable circumstances of the case.' The clause in the Code of 1851, above referred to, was reproduced in Revision 1860, § 1151, and in Code 1873, § 1059. ”

“ This settlement showed the sum of $70,000 to be due the construction company. The railway company, being unable to pay this claim in money, delivered to the construction company 3,500 shares of its stock, at 20 cents on the dollar, each share being for $100, and the same was accepted in full satisfaction of the debt. The stock, which was not worth anything in the market, was issued directly to the members of the construction company, the intestate Greene receiving 910 shares as his portion. No other payment than this 20 per cent. ”

“ Long, 68 Iowa, 539, 27 N. W. Rep. 737. While an order allowing such a claim is not an ordinary judgment upon which an execution may issue, it is an 'adjudication' establishing that claim as one to be paid by the executor for administrator so far as the estate in his hands is sufficient. Foteaux v. Lepage, 6 Iowa, 123; Voorhies v. Eubank, Id. 274; Little v. Sinnett, 7 Iowa, 324; Smith v. Shawhan, 37 Iowa, 585; Dessaint v. Foster, 72 Iowa, 640, 34 N. W. Rep. 454. It is suggested that the claim in suit here is a mere incident to the marshaling and distribution of the estate of Greene ”