We think the plaintiff in error was, as was charged by the Judge, liable to suit on his refusal to pay. He had subscribed the stock, and he was not entitled to a certificate of stock until his subscription was paid. It was argued that a subscription for stock stands on the same footing as a contract of purchase; that the company, like the vendor, must offer to deliver before he can demand the price. Is this so? We think not. Whenever the subscriber pays, he is the owner of stock in the company. It is the payment that makes him the stockholder’. The certificate of stock is only the evidence of his right. He would be a full stockholder, with all the rights of one, if the certificate was not issued at all. The case is wholly different from the instance of a sale of stock; that may, and perhaps does, stand in the same footing of other sales.
Whether the company was competent to issue the sort of stock claimed by the defendant, was for him to show. It was *599matter of defense. We cannot tell from the paper whether this ivas to be a peculiar kind of stock, with a special guarantee, or not.
Under the proof, as it was made, Ave think the Court and jury both right. There is nothing in the paper to show that the stock Avas to have any particular rank, and if there was, it does not appear that, on the payment of the money, the the subscriber Avould not have had just such rights, as a stockholder, as he contracted for.
Judgment affirmed.