103 Ala. 97 | Ala. | 1893
The assignments of error are directed solely to the revision of rulings of the court below, overruling demurrers to pleas, and sustaining demurrers to replications ; and it is convenient to consider these rulings in the order in which they have been argued by counsel.
The term c:ground floor stock,” it may be, in common parlance, is used to distinguish a particular class of stock. If illegality be not presumed, a presumption the law never indulges, as employed in the agreement, the term can not be accepted as referring to any other stock, than stock of legal validity; stock legally issued by the company for money, or for labor done, or for property, the company had capacity to acquire and hold, taken at its reasonable value. There is no other corporate stock which is recognized as of legal validity.— Williams v. Searcy, 94 Ala. 360 ; Parsons v. Joseph, 92 Ala. 403 ; Elyton Land Co.v. Birmingham Warehouse &c. Co., Ib. 407. This is the character of the stock ip which the plaintiff invested, whether it was the common stock of the company, or preferred stock, if the company had authority to issue stock of that class ; and it is this stock he must surrender, before the duty of the promisors arises.
The transactions averred in the pleas, we are considering, are irreconcilable with any purpose or intent on the part of the plaintiff to exercise the option or privilege of surrendering the stock — they are reconcilable only with an election not to make the surrender. An absolute sale of the stock, or its conversion into any other species of
Affirmed.