I dissent. . I think the reduction of the capital stock by the corporation, whose rights the plaintiffs seek -to enforce* so changed the conditions that the defendants .were relieved from their-Obligation to pay the- remainder of their subscription for tlie-Capital stock of the company: What the- defendants agreed to do was to subscribe for a certain number of shares of stock in a corporation with $30,000,000 capital, and -their subscription was dependent upon that amount of stock being subscribed for.. With- that amount of capital the corporation could profitably transact business, when a corporation with only $9,000,000, of capital might be seriously hampered by a lack of sufficient working capital. ■ There are many reasons why a subscriber to the stock of a corporation might be willing to. become a stockholder in case the company had ample capital, when he would be unwilling to become such a stockholder if the amount of capital' to be subscribed would not be sufficient for the business' of the company. There was, therefore, a material change iii the conditions brought about by the corporation itself, without the consent of the defendants,' and this, I think, relieved them from liability upon their subscription. .
Judgment, affirmed, with costs, with leave to defendants to withdraw demurrer and answer on payment of costs.