I concur as to the statute of limitations. I am also of the opinion that the owners of the grant from the city, having formed- themselves into a corporation and invited others to come in as stockholders and assist in erecting and building the road on the line of this grant, and having held out the idea that the corporation owned the right to the road, cannot take as directors, to themselves as the owners of the grant, the whole capital' stock for the privilege obtained from the city.
If they had a right to vote any compensation therefor to .themselves, they had the right to fix the price. Such a mode of disposing of the whole capital stock, by the grantees from the city, as directors, to themselves as individuals, ought not to be sustained. They received the benefit of the grant as stockholders, and if they invite others to take stock and put themselves in as directors, I can see no equity in allowing them to'take the capital of the company to their own use merely because they are directors and form a majority,"of the" board.
*393[New York General Term, April 1, 1867.• There never was any sale agreed on. The subsequent transfer was only preparatory to passing the resolutions to pay themselves, and none of them should have the effect of making a contract, or of creating admissions to avoid the statute of limitations.
I concúr in reversing the- judgment.
Sutherland, J. concurred.
Judgment reversed, and order affirmed.
Leonard, Sutherland and Ingraham, Justices.]