If the company had a right to issue its stock to Baldwin, it must be responsible to parties injured by it without their consent. And if all the stock of the company had been issued, then it should have cancelled twenty-five hundred shares of the interest of plaintiff, which had been issued to Baldwin, and reissue the same to plaintiff. The President and Secretary undoubtedly had authority to do this, and as they refused to do so, the company is reponsible, as it would have been had they not given them authority to do so, because the law gives them that authority, and the corporation by incorporating under the law renders itself amenable to it.
OPINION By the Court:
1. The agreement " by the parties in interest" that the plaintiff should be entitled to two thousand five hundred shares of the stock of the company was not the agreement of the corporation sued as defendant here, for the corporation at that time had no existence.
2. It does not appear that the plaintiff had the legal title to the stock mentioned in the complaint.
3. It does not appear that the corporation converted the stock in controversy. The order of Baldwin, as " President of the corporation," drawn upon himself as " President of the corporation," followed by a refusal upon his part and upon that of the Secretary to deliver the stock, would not amount to a conversion of the stock by the corporation.
Judgment and order denying a new trial reversed, and cause remanded.