by John Marshall Harlan, Fogg v. Blair (139 U.S. 118) — Opinion of the Court
“ As he impugned the good faith of the transaction between the company and the contractors, it was incumbent upon him to state the essential, ultimate facts upon which his cause of action rested, and not content himself with charging, generally, that what was done was 'colorable,' a 'fraud,' a 'breach of trust,' and a 'scheme' by which Blair and Taylor were to get the stock without paying for it. ”
by John Marshall Harlan, Fogg v. Blair (139 U.S. 118) — Opinion of the Court
“ The principles which, by established law, govern the relations between a corporation and its creditors and stockholders and the management of the corporate property, would be of little value, if the corporation, by its directors, could sell or dispose of its assets to the prejudice of creditors and stockholders under such circumstances, on such terms, and at such prices as indicated, upon the face of the transaction, that they were being squandered recklessly or fraudulently in disregard of the trust committed to them. ”
by John Marshall Harlan, Fogg v. Blair (139 U.S. 118) — Opinion of the Court
“ For such violations of trust the courts furnish ample remedy, independently of any statute prescribing a special mode for enforcing the liability of stockholders for the balance due upon stock held by them purporting to be, but which is not, full paid. ”
