113 So. 61 | Ala. | 1927
It is a well-established principle that any issue of stock by a corporation in excess of the amount prescribed or limited by its charter is ultra vires, and the stock so issued is void, even in the hands of a bona fide purchaser for value. 7 Rawle C. L. p. 218. "The attempt to increase the stock of the company beyond the limit fixed by its charter was ultra vires. The stock itself was, therefore, void. It conferred on the holders no rights, and subjected them to no liabilities." Granger's Life Health Ins. Co. v. Kamper,
It would therefore seem that the 27 shares issued to Mrs. Crawford in excess of the capital stock was void. We also think that the bill sufficiently charges that the other 567 shares had been issued and delivered. It says that said 567 shares "had already been subscribed and sold and was outstanding." The bill was not subject to the demurrer as to this phase of the case.
As to the other stock issued to Mrs. Crawford, the bill is in the alternative, and seeks a cancellation of same because issued without consideration, or, if anything was paid, a great portion is unpaid, and as to this the bill seeks the enforcement of a lien on said stock. If this stock was issued without consideration and the complainant received nothing therefor, as charged in the first alternative, the issue was violative of law, and should be canceled without an offer of restitution, as the bill negatives in said first alternative the receipt of anything for the stock. Perry v. Tuskaloosa. Oil Co.,
The bill to enforce a lien on the stock should particularly describe the debt or liability sought to be secured in the lien. Wynn v. Tallapoosa County Bank,
The lien given by section 7000 of the Code of 1923 is enforceable in a court of equity, notwithstanding another method may be given, and which is merely cumulative. Rowe v. Bank of New Brockton,
The trial court did not err in overruling the demurrers to the bill of complaint, and the decree of the circuit court is affirmed.
Affirmed.
SAYRE, GARDNER, and BOULDIN, JJ., concur.