Page:Federal Reporter, 1st Series, Volume 5.djvu/750

738 FEDBBÀI4 EEPORTEE. �8. Same— Admission of New Partner. �And the admission of a new partner would not alter the riglits and powers of the surviving partner, if snch stock remained an asset ot the old flrm ; and if it became àB asset of the new flmi, the pnnciples of the slxth syllabus would apply to it. �9. CoEPORATioNS DECLAEiKa Stock Fullt Paid IJp— Subsequent Cred- �rroRS — Partnbrships. �Creditors whose claims arose subsequent^ to April 14, 1874, and who were also stockholders and participa.ted in the action of the stockholders' meeting of that date, are estopped to question the valid- ity bi such action ; and the tact that the debts are owing to flrms does not alter the rule : the stock also being held by the flrm, the action and knowledge 6i one partner binding ail. �10. Same— Same— ExiSTiNG Creditors — Rbmbdt. �But as to debts existing at the time of that meeting and arrange- ment, such arrangement would lie void ; and held, (for the purposes of this case,) would not bar an action at law by the corporation against the stockholders to recorer the unpaid 50 per cent, of their subscriptions ; but gtuBre as to the proper remedy. �11. Practice— Collateral Issues. �, In a proceeding to collect unpaid stock subscriptions, the court will not pass upon the validity of a disputed claim against the corporation. �12. Debtor and Creditor— Application of Patments — Rule Statbd. �13. Same— Same— Instance. �If a person who is the flnancial manager of a corporation, and also a member of a flrm to which it is indebted, and which continues to make advances to the corporation, receives the proceeds of the sales of the corporation and carries such receipts and advances into a gen- erai running account, such receipts not being applied in payment of any particular item of such account, the law will apply such receipts in satisfaction of the flrst item of the account, and so on to the end. �Taft e Lloyd, for plaintiff. �Perry e Jenney, for defendant. �Swing, D. J., {charging jury.) The petition in the case alleges that the plaintifF is a corporation, created by the laws of the state of Kentucky; that its capital stock was fixed at $100,000, divided into shares of $10 each; that the defend- ants subscribed to the capital stock of said company certain shares, to-wit : George W. McAlpin 875 shares, and John W. Ellis 2,250 shares; that said defendants have paid one-half of their capital stock, but that they have neglected and refused to pay the remaining one-half; that there is now due from the defendant McAlpih the sum of $4,375, and from the de- ����