Reed v. Boston Machine Co.

C. Allen, J.

These cases are virtually covered by the decision in American Tube Works v. Boston Machine Co. 139 Mass. 5. In that case, to be sure, the plaintiff made an election to repudiate its stock, and offered to return it, before the adjudication in insolvency. Under the circumstances then existing, *456 this was a fact of somef importance, because, as stated in the opinion in that case, “ this special stock might have been made good, so that the plaintiff would be content or be bound to keep it.” But in the present case the time for doing this had passed. The stock was invalid, and nothing could be done by the corporation to make it valid. It was no longer possible to make the plaintiffs stockholders, by estoppel. Under these circumstances, there was no occasion for the plaintiffs to return their certificates of shares, which were valueless; or the dividends which they had received, which were less than the sums they were entitled to receive, the stock being and remaining invalid. See Brewster v. Burnett, 125 Mass. 68; Kent v. Bornstein, 12 Allen, 342. In Allen v. Herrick, 15 Gray, 274, the plaintiff had received and held notes, indorsed by another party, for the dividends. The sums for which the plaintiffs are respectively entitled to prove their claims are the amounts paid by them for the special stock, without interest, which is not insisted on, and which would not run till after a demand, deducting the dividends received.

Judgments accordingly.