As a general rule any paper which shows a purpose to subscribe to the stock of a corporation will be binding.1 Whether an oral subscription be valid or not must depend on the provisions of the governing statute,2 or in the absence of such provisions on the general principles governing the law of corporations. The whole subject of the binding force of a subscription,3 as well as the remedy of the subscriber to avoid the same for fraud4 or for an alteration in the charter,5 are not properly a part of this particular treatise. The rights of parties under statutes in over-subscriptions have received some consideration from courts in the cases cited in the note.6 The state was held not liable as a stockholder for personal liability,7 but was held liable as a trustee for diverting capital.8

8 McCann v. First Nat. Bank, 112 Ind. 354.

9 Seeley v. Nat. Ex. Bank, 78 N. Y. 608; s. c, 8 Daly, 400.

10 Pac. Nat. Bank v. Eaton, 141 U. S. 227. The laches of a subscriber may defeat his right to object. Olson v. State Bank, 67 Minn. 267. 11 Latimer v. Bard, 76 Fed. R 536. See note 4, supra.

1 See next note. This binding effect the board of directors cannot release. McNulta v. Corn Belt Bank, 164 I1L 427.

2 See 1 Thomp on Corp., sees. 1136-1194.

3 See 1 Thomp. on Corp., sec. 1216 et seq.

4 See 1 Thomp. on Corp., sec 1360 et seq. A subscription or a purchase of stock may be rescinded for fraud even after insolvency where there is no negligence or estoppel. Wallace v. Bacon, 86 Fed. R 553; Stufflebeam v. De Lashmutt, 83 Fed. R 449. But Wallace v. Hood, 89 Fed. R. 11, holds that the receiver cannot agree to a rescission.

5 See 1 Thomp. on Corp., sees. 1267-1299.

6 Meads v. Walker, Hopk. Ch. 587;