“It is a prevailing doctrine of the American Courts, repeatedly asserted in the broadest terms, that the capital stock of a corporation is a trust fund to be used only in its interests and for corporate purposes, and more particularly that it is a trust fund for the security of creditors of the corporation, who presumably deal with it on the credit of its capital stock, so that it cannot be withdrawn or diverted to their prejudice.” 14 Corpus Juris 383, § 505; In re L. M. Alleman Hardware Co. 172 Fed. 611; Thompson’s Liability of Officers and Agents of Corporations, pp. 397-8.
“The capital stock of a corporation, both that which has actually been paid and that which remains unpaid, is regarded in the law as a trust fund pledged for the payment of the debts of the corporation.” Adler v. Milwatikee Patent Brick Co. 13 Wis. 62; Gratz v. Redd, 4 B. Mon. (Ky.) 178, 196; Wood v. Drummer, 3 Mason 313; Compiled Laws 1913, §§ 7996 and 7997, Compiled Laws 1913.
“A creditor whose claim has not been reduced to judgment may maintain an action against an insolvent corporation on behalf of himself, and all other creditors to enforce stockholders’ liabilities. | Marshall-Wells Hardware Co. v. New Era Coal Co. 13 N. D. 396; 100 N. W. 1084.
Cameron & Wattam, for respondent.
The Receiver stands in the same position as the corporation of which he is Receiver would have stood as to all rights of action against debtors or alleged debtors except as to cases of fraudulent conveyance which are not involved in this case. Our Supreme Court has so held. Peoples National Bank of Dakota v. Francis, 8 N. D. 369. e
A Receiver succeeds only to such title, right, and interest in the property as the person for whom he is appointed receiver had at the time of the appointment and which appointment does not affect pre-existing liens. Albien v. Smith (S. D.)}} 123 N. W. 675.
“The decided weight of authority sustains the rule in respect to the powers of receivers, where there is no enlargement of their powers by legislative enactment, that they have such rights of action only as were possessed by the persons or corporations upon whose estates they administer.” 23 R. C. L. 116.
Directors of a corporation are liable to creditors only in case of fraud or deceit. 7 R. C. L. 5o1.
Christianson, J. This is an action for an accounting. The complaint alleges:
