452; Allen's Appeal, 99 Pa. St. 196; Varney v. Varney, 52 Wis. 120.) Also concealment of a prior marriage. (Donnelly v. Strong, 175 Mass. 157; Fisk v. Fisk, 6 N. Y. App. Div. 432.) Also concealment of the birth of an illegitimate child prior to marriage. Farr v. Farr, 2 MacArth. (D. C.) 35; Smith v. Smith, 8 Ore. 100.

The fraudulent representations for which a marriage may be annulled must be of something essential to the marriage relation, of something making impossible the performance of the duties and obligations of that relation or rendering its assumption and continuance dangerous to health or life. Smith v. Smith, 171 Mass. 404; Ryder v. Ryder, 66 Vt. 158; Cummington v. Belchertown, supra.

The case of Gould v. Gould, 78 Conn. 242, is not inconsistent with these rules, though it was there held that concealment of epilepsy was such a fraud as would justify a decree of divorce under the statute of that State forbidding marriage or sexual intercourse by or with an epileptic, under penalty of imprisonment. The court said that a fraud was accomplished "whenever a person enters into that [marriage] contract knowing that he is incapable of sexual intercourse, and yet, in order to induce that marriage, designedly and deceitfully concealing that fact from the other party, who is ignorant of it and has no reason to suppose it to exist. Whether such incapacity proceeds from a physical or a merely legal cause is immaterial. The prohibition of the act of 1895 fastened upon the defendant an incapacity which, if unknown to the plaintiff and by him. fraudulently concealed from her with the purpose thereby to induce a marriage, made his contract of marriage, in the eye of the law, fraudulent. * The superior court has power to pass a decree of divorce from the bonds of matrimony in favor of a party to a marriage not an epileptic, who has been tricked into it by the other party, who was an epileptic, through his fraud in inducing a belief that he was legally and physically competent to enter into the mari

*

tal relation and fulfill all its duties, when he knew that he was not."

The Supreme Court of New York, in Di Lorenzo v. DiLorenzo, 174 N. Y. 467, held that the representation by a woman to a man that she had given birth to a child of which he was the father and which she purported to exhibit to him, when, in fact, she had not given birth to a child, was such fraud as to justify the annulling of a marriage. brought about thereby. This representation is similar in kind to that of a pregnant woman who induces a man with whom she has had illicit intercourse to marry her by the false representation that he is the father of her child. But such representation, under such circumstances, does not constitute fraud for which the marriage will be annulled, and we regard the decision in the Di Lorenzo case as opposed to the weight of authority. Franke v. Franke, 18 L. R. A. (Cal.) 375; Foss v. Foss, 12 Allen, 86; Crehore v. Crehore, 97 Mass. 330.

The statute of New York mentioned in the bill merely declares the law as it exists in Illinois, that a marriage procured by fraud may be annulled. The kind and degree of evidence required for such purpose must be determined by the court in which the suit is brought, according to the law of the forum. The bill proceeds on the theory that the appellant's consent to the marriage was obtained by fraud, and sets out the facts constituting the fraud. Whether those facts constitute fraud must be determined by the law of the forum, and the superior court did not err in sustaining the demurrer to the bill. Its decree, and the judgment of the Appellate Court in affirmance thereof, will be affirmed. Judgment affirmed.

CHARLES W. GILLETT, Exr.

v.

THE CHICAGO TITLE AND TRUST COMPANY, Receiver, et al. Opinion filed October 23, 1907-Rehearing denied Dec. 6, 1907.

I. CORPORATIONS-in collecting subscription, directors must obtain money or money's worth. In collecting subscriptions to the stock of a corporation the law requires the directors to obtain money or money's worth to the full amount of the subscription; and if the directors see fit to accept property in lieu of cash they can only take it at its fair cash market value, or, if it has no ascertainable market value, only at such a price as might be realized by selling the property to others for cash.

2. SAME-directors must ascertain value of doubtful property. Where property is offered to the directors of a corporation in payment of a stock subscription, it is the duty of such directors, before accepting it, to ascertain the value of such property precisely in the same manner that they would do if they were about to invest their own money therein, and if they fail to make any investigation whatever and accept practically worthless property, the subscription cannot be held to have been paid.

3. SAME rule where the directors make a mistake in accepting property at too high a value. The rule that a mistake by directors in accepting property at too high a value in payment of a stock subscription cannot be regarded as a fraudulent over-valuation applies only where the transaction constitutes a valid contract of bargain and sale, made in good faith by the directors and in the intelligent exercise of fair and honest judgment on their part, and does not apply to a sham transaction.

4. SAME when stock subscription is wholly unpaid. Where the directors of a corporation, under the domination of the subscriber of practically the entire capital stock of the corporation, accept in payment of such subscription an assignment of the subscriber's rights in a certain play to be written by him and in a number of scenic inventions not perfected nor accurately described, which rights could not, at the time of the transaction, have been transferred for anything of value, such subscription must be regarded as remaining wholly unpaid.

5. SAME rule where unpaid stock is issued as "fully paid and non-assessable." Where stock is issued as "fully paid and non-assessable," one who subsequently acquires it in good faith and without notice that it is not fully paid cannot be held liable if, in fact,

the stock is not fully paid; but "notice," in this connection, means knowledge of the fact that the stock was not fully paid, or knowledge of such facts as would have put an ordinarily prudent person upon inquiry which might reasonably be expected to have revealed the fact that the stock was not fully paid.

6. SAME what facts sufficient to require inquiry as to whether stock is fully paid. The facts that a corporation has just been organized, that the stock is being transferred without, or practically without, any consideration, and that the assignees thereof are obtaining it without giving any consideration therefor, are sufficient to put such assignees upon inquiry, notwithstanding the stock purports to be "fully paid and non-assessable."

7. SAME when payments by bondholders are not payments on stock. Where subscribers to the bonds of a corporation also subscribe for stock of the corporation under an agreement that they shall pay the face value of the bonds and receive the bonds and also shares of stock of the corporation to the same amount, if the payments so made amount only to the face value of the bonds they cannot be held to be payments upon the stock, which, under such circumstances, must be treated as a bonus.

8. SAME when subscribers are stockholders though they do not take possession of stock. Where, by the terms of the subscription agreement to the bonds of a corporation, the subscribers, upon payment of the amount subscribed, are to have delivered to them by the trustee the number of bonds subscribed and paid for and also an amount of the capital stock equal, "at its par value, to the par value of the bonds subscribed," such subscribers, upon payment of their subscriptions, become stockholders, as to creditors of the corporation, whether they take actual possession of the bonds or stock or leave them with the trustee.

9. SAME-when subscribers have no option to refuse to accept stock. Where, by the terms of the subscription agreement to the bonds of a corporation, the subscribers are under the same obligation to receive the stock of the corporation which is to accompany the bonds as they are to receive the bonds, the subscribers, upon payment of their subscriptions, cannot, as against creditors of the corporation, refuse to accept the stock because it is not fully paid, notwithstanding the agreement provides for the delivery of "fully paid and non-assessable" stock, where, at the time of the bond subscription, none of the stock of the corporation was paid for, and the bond subscribers had notice of that fact or of such facts as should have put them upon inquiry.

10. SAME-creditor's knowledge of consideration for stock does not work an estoppel. The fact that a creditor of a corporation

knows, at the time of extending credit, that the stock of the corporation has been issued as "full paid and non-assessable," and knows what consideration was received therefor, does not estop him from proceeding against the stockholders of the corporation upon the ground that the stock is not fully paid. (Sprague v. National Bank of America, 172 Ill. 149, followed.)

II. SAME when interest is allowable only up to time of filing bill. Where the assets of a corporation, including the stock liability, are less than its indebtedness, and it passes into a court of equity for administration of its assets and for dissolution, claimants, including bondholders, whose claims are interest bearing, are entitled to interest only to the time the bill was filed, unless, after the administration of the fund, there is some party against whom the claimholders can take personal judgment, in which case, as against such party, the claims will draw interest in accordance with the contracts upon which they are based.

12. SAME when a party must be deemed owner of stock. One who receives for services rendered a due bill for a certain number of shares of stock, which he assigns to another person, of no financial responsibility, for a portion of their face value, taking the latter's notes, which authorized the sale of the certificates of stock which were endorsed in blank and deposited with the former as security for the notes, which remain in the greater part unpaid, is properly regarded, as against creditors of the corporation, as the owner of the stock.

13. SAME―when party will be presumed to be owner of stock. One to whom a certificate of stock has been issued and who has receipted for the same upon the books of the corporation without indicating in any way that he was other than the absolute owner of the stock, will be presumed, in the absence of definite evidence to the contrary, to be the owner of such stock.

14. MASTERS IN CHANCERY-exception to legal conclusion of the master is not necessary. Exceptions to the report of the master in chancery relate only to the master's findings of fact, and the question whether he has drawn an incorrect legal conclusion may be heard and determined without exceptions.

15. BRIEFS-only one brief should be filed by parties complaining where cases are consolidated. Where cases are consolidated for hearing in the Supreme Court, but one brief and argument and one reply brief should be filed in behalf of all those complaining of the judgment or decree sought to be reviewed.

16. APPEALS AND ERRORS-appeal by stockholder does not bring up stockholders not appealing. An appeal by a stockholder from a decree in a proceeding by creditors to enforce stock liability, and the