the cases set out in the footnotes, cover a wide range, the more usual

-representations made to secretary of a corporation, who was also a stockholder, by the other officers, inducing him to dispose of his stock to them at a loss, that the corporation was going down, that one had bought the other's shares and was going to run the business as a family affair, and would depose the secretary, and that this was his last chance to get his money out, it being held, also, that the fact that the secretary was not permitted to keep the books down to date, so that he did not know the actual state of the business, was immaterial, Boulden v. Stilwell (1905) 100 Md. 543, 1 L.R.A. (N.S.) 258, 60 Atl. 609;

-representation, inducing subscription to stock of company incorporated as a carrier by water, that a boat then being built for the company would be ready for business at a certain time, would be a first-class boat, and make certain trips in a specified number of hours, and would cost a specified sum, and that, unless these representations were fulfilled, subscriber would not be required to pay his subscription, Saffold v. Barnes (1860) 39 Miss. 399;

representation that the remainder of the capital stock was to be subscribed, and that the representor had full confidence that such subscription would be obtained, Holdredge v. Webb (1872) 64 Barb. (N. Y.) 9;

-representation that the proposed capital of the corporation would be paid in full, Ritzwoller v. Lurie (1916) 176 App. Div. 100, 162 N. Y. Supp. 475;

-promise to assist corporation in its business, Rose v. Dietsch (1886) 24 N. Y. Week. Dig. 162;

promises, made to induce one to take shares in company organized for the purpose of engaging in the dry goods business, that the promisor would devote his time to the business,

being as to the prospects of the corporation, the future value of the stock, Chambers v. Mitchell (1905) 123 III. App. 595 (the court regarding such representations or promises, however fraudulent, and even though accompanied with an existing intention not to perform them, as insufficient to form the basis of an action for fraud);

- representations as to proposed increases of capital stock and prospective investors, Wickwire v. Warner (1919) 174 N. Y. Supp. 811, affirmed in (1920) 191 App. Div. 835, 182 N. Y. Supp. 165, reargument denied in (1920) 193 App. Div. 926, 184 N. Y. Supp. 957, which is affirmed without opinion in (1922) 233 N. Y. 572, 135 N. E. 923;

- representation that it was intention of corporation immediately to establish offices in certain cities, and that for this purpose an increase of the stock was necessary, it being held that an affidavit of defense, in an action to enforce the subscription, was insufficient, which alleged the above, and also that no such offices had been established, and that the deponent believed the scheme was simply "concocted" for the individual profit of the promoters, all of which would be proved on trial, Guarantee & Collection Co. v. Mayer (1891) 141 Pa. 511, 21 Atl. 665;

-representation inducing the giving of a note for purchase of stock in trust company, to the effect that the company would open a branch office in a certain city for the purpose of handling loans in that section of the state in which the purchaser resided, and that stockholders would be given preference in the matter of placing loans, McCoy v. Bankers' Trust Co. (1918) Tex. Civ. App. —, 200 S. W. 1138 (the court does not appear to consider the effect of allegations that the company never intended to fulfil this promise);

-representation as to the probable cost of a proposed improvement to be made by the corporation, and promise to procure stock for the subscriber in another company, Crossman v. Penrose Ferry Bridge Co. (1856) 26 Pa. 69;

— parol promise by light and power company to supply the subscriber with gas, Acetylene Light, Heat & P. Co. v. Beck (1898) 6 Pa. Super. Ct. 584;

representation that it was the

the dividends that will be paid, and the profits that will be derived from

intention of the company to obtain subscriptions and raise a certain sum, and that these subscriptions would be completed within a certain number of days, Philadelphia & G. S. S. Co. v. Pechin (1914) 23 Pa. Dist. R. 518, affirmed in (1915) 61 Pa. Super. Ct. 401.

-

- representations, inducing purchase of stock in corporation engaged in the manufacturing of fertilizers, that the stock would pay a certain annual dividend, and that the subscriber would be given an opportunity to buy fertilizer at factory prices, Steele v. Singletary (1922) 120 S. C. 132, 110 S. E. 833. To a similar effect is Steele v. Coleman (1922) 120 S. C. 158, 110 S. E. 836, except that here the alleged false representations were that the company would at once begin the manufacture of fertilizer and that the subscriber would be given the opportunity to purchase same at factory prices;

- oral promise, inducing subscription for stock in an oil company, that if oil were not discovered the subscription money would be returned, Burchill v. Hermsmeyer (1916) Tex. Civ. App., 212 S. W. 767, later appeal in (1921) Tex. Civ. App. 230 S. W. 809.

-statements, inducing purchase of stock in real estate corporation, that investors could not lose, that they took no chance, and would get handsome returns, that if they were dissatisfied with the stock the company would repurchase it at par, as well as representations as to future costs and expenses of operation, future profits from the business, etc., Campbell_v. Zion's Co-op. Home Bldg. & Real Estate Co. (1914) 45 Utah, 1, 148 Pac. 401 (the court saying that these and similar statements were merely opinions, beliefs, future promises, assurances, or "trade talk" and "puffings," and were not in themselves actionable);

inducing

sub

-representations, scription to stock of mortgage company, that it would lend money on real estate mortgages at 5 per cent interest, and would obtain the money from certain sources at 4 per cent, Rhoades v. Banking, Trust & Mortg. Co. (1919) 125 Va. 320, 99 S. E. 673;

representations that business operations would be begun only in the

the investment. One of the common forms which misrepresentations of the

event of a stated amount of capital being subscribed or available, Bergeron v. La Compagnie de Meubles de Jonquiere (1913) Rap. Jud. Quebec 22 B. R. 341;

-representations as to future prospects of company, Southern Ins. Co. v. Milligan (1913) 154 Ky. 216, 157 S. W. 37 (insurance company); Castleman-Blakemore Co. v. Brucker (1915) 167 Ky. 269, 180 S. W. 360 (the court saying that such representations may not be taken into consideration in determining the question whether or not the sale was obtained by fraud, and citing, in support thereof, Yenawine v. Tycrete-Concrete Products Co. (1914) 160 Ky. 198, 169 S. W. 594); Moran v. Holmes Mfg. Co. (1923) 99 Conn. 180, 121 Atl. 346; Bank of Valley City v. Lee (1919) 43 N. D. 503, 175 N. W. 575;

class here considered assume is that the subscriber will not be compelled to 176, 69 S. E. 651 (the court distinguished Grim v. Byrd (1879) 32 Gratt. (Va.) 293, where the representations inducing the purchase of stock amounted to more than a mere statement as to its value, consisting in part of misstatements as to matters of fact, such as the amount of the company's indebtedness);

-representations inducing one to subscribe for stock in a corporation to be formed for the purpose of erecting and operating a creamery, to the effect that the profits to subscribers from the operation of the creamery would be a certain sum, Davis v. Campbell (1895) 93 Iowa, 524, 61 N. W. 1053;

representations as to the per cent on the money which would be realized from investment in corporate stock, Swan v. Mathre (1897) 103 Iowa, 261, 72 N. W. 522;

representation in circular issued by trust company offering for sale bonds of a railway company, as to the prospective earnings of the corporation under a consolidation, Donnelly v. Baltimore Trust & G. Co. (1905) 102 Md. 1, 61 Atl. 301;

- statement that a patented invention which had been assigned to the corporation was the greatest thing in the world and would yield millions as profits to the company, Marquardt v. Bartlett (1916) 173 Iowa, 745, 155 N. W. 1014;

representations as to future value of the stock, Southern Ins. Co. v. Milligan (Ky.) supra; Columbia Electric Co. v. Dixon (1891) 46 Minn. 463, 49 N. W. 244; Romaine v. Excelsior Carbide & Gas Mach. Co. (1909) 54 Wash. 41, 103 Pac. 32;

representation that value of stock in insurance company would increase 20 per cent within thirty days, Huffstetler v. Our Home L. Ins. Co. (1914) 67 Fla. 324, 65 So. 1;

- representation that the stock would be worth a certain sum per share within two or three months, Muck v. Hayden (1913) 173 Mo. App. 27, 155 S. W. 889;

-representation that stock would. pay an annual dividend of a certain per cent and that the company would maintain and operate a store in a certain place, Hamilton-Turner Grocery Co. v. Hander (1923) - Tex. Civ. App. 253 S. W. 833 (it being held that

representations that at least 6 per cent interest on the capital would be paid by rents from certain property to be purchased by the corporation, Hughes v. Antietam Mfg, Co. (1870) 34 Md. 316;

representation as to the future value of, or profits to be derived from, stock, Pritchard v. Dailey (1915) 168 N. C. 330, 84 S. E. 392;

-representations, inducing the giving of a note for subscription to stock in a co-operative company, that the company would purchase all the milk and produce of the subscriber, would arrange for transportation of the same, and would sell farm supplies and merchandise to the subscriber at less than the market price, Industrial Co-Op. Union v. Lewis (1921) 174 Wis. 466, 182 N. W. 861;

representations as to the purposes of the corporation, and promise that a specified rebate on goods and an annual dividend on the stock would be received, Macon Union Co-op. Asso. v. Chance (1924) 31 Ga. App. 636, 122 S. E. 66;

-promise by the president of an oil company, to whom an owner of land conveyed the same in consideration of shares of stock in the company, that the grantee would sell the land so conveyed and put the money into the treasury of the company for expenditure towards the drilling of wells, Neff v. Mattern (1915) 28 Cal. App. 99, 151 Pac. 382;

purchases, or from dividends, which will ultimately discharge his obligation, or that notes given for the stock will not be transferred, but will be returned to the subscriber if he desires; the purpose being to induce one to pur

Mass. 276, 68 N. E. 222 (there was no allegation in this instance that at the time the promise was made the promisor did not intend to perform it, so that the court expressly pointed out that the question of the effect of misrepresentation of a present intention was not raised);

- representation that a certain sum would be put into the company as working capital, Goff v. Hawkeye Pump & W. M. Co. (1883) 62 Iowa, 691, 18 N. W. 307;

-representation that the proceeds of notes given for the subscription would be used in a certain way, Allen v. United Zinc Co. (1912) 64 Fla. 171, 60 So. 182;

representation as to the desire of the corporation to raise additional capital for its use and as to the disposition to be made of the purchase money, Wilson v. Meyer (1912) 154 App. Div. 300, 133 N. Y. Supp. 1048;

-representation, inducing purchase of shares of corporate stock, that the proceeds of the subscription would not be used for paying corporate debts, but for the purpose of carrying on its business and the purchase of certain material by the corporation, and that, upon receipt of the subscription money, certain orders would be placed and work at once begun by the corpo ration in manufacturing, Field v. Seubert Bearing Co. (1917) 179 App. Div. 780, 167 N. Y. Supp. 294;

representations as to what the future business of the corporation would amount to, Hatch v. Spooner (1891) 37 N. Y. S. R. 151, 13 N. Y. Supp. 642;

representations as to future conduct or management of corporate business, Lowry Nat. Bank v. Hazard (1909) 223 Pa. 520, 72 Atl. 889;

-representations, inducing the giving of a note for stock subscription, that the corporation would do a large and profitable business, and that a certain bank would back the concern for a certain sum when it was organized, Riley v. Treanor (1894) Tex.

Civ. App., 25 S. W. 1054. An answer stating the above was held not a defense to an action on the note, even though it alleged, also, that the mak51 A.L.R.-8.

The general rule is frequently ap

ers of the note believed that the plaintiff knew that these statements were untrue when he uttered them;

-statement by persons soliciting subscriptions for shares of stock that, according to the engineer's report, the outlook was good and promising, this being the substance of the report, Gowganda-Queen Mines v. v. Boeckh (1911) 24 Ont. L. Rep. 293 (this was regarded merely as commendation, and not an actionable misrepresentation, although it was said, also, that no objection was taken to the charge in this respect);

representation inducing subscription to stock in turnpike company, as to the manner in which the road would be constructed, Fox v. Allensville, C. S. & V. Turnp. Co. (1874) 46 Ind. 31 (the decision, however, seems based, at least partly, on the fact that there was no corporation in existence at the time to be bound by the representations);

-representation, inducing subscription to stock of turnpike company, relating to the payment of subscription and the route of the road, Miller v. Wild Cat Gravel Road Co. (1877) 57 Ind. 241;

promises by seller of corporate stock as to what he would do in the event that the purchaser invested in the stock, Stockham v. Adams (1900) 96 Ill. App. 152.

Representations which are matters of opinion in regard to the future prospects or purposes of the corporation are not such fraudulent representations as constitute a defense to an action on a subscription, although the subscriber believed and relied on them. Armstrong v. Karshner (1890) 47 Ohio St. 276, 24 N. E. 897.

Although the language used in a prospectus issued by a corporation to induce purchase of stock refers to the present, yet, if the statements contained therein relate to future conditions, or to matters and conditions which cannot be foreseen, and therefore must be matters of opinion or judgment, the subscriber is not warranted in relying thereon, Kennebec Housing Co. v. Barton (1923) 123 Me. 293, 122 Atl. 852;

80 See in this connection notes 132