Argument for Appellant. notice of its capacity to contract. Davis v. Old Colony Railroad, 131 Mass. 258. Neither is a simulated payment of stock valid as against creditors. Sawyer v. Hoag, 17 Wall. 610; Wetherbee v. Baker, 35 N. J. Eq. 501. The directors of a corporation have no power to release a subscriber to its capital stock to the prejudice of its creditors. Burke v. Smith, 16 Wall. 390; Rider v. Morrison, 54 Maryland, 429; Bedford Railroad Co. v. Bowser, 48 Penn. St. 29, 37. An agreement between a corporation and its stockholders that the stock shall be considered full paid and non-assessable upon the payment of a certain per cent of its par value is binding on the corporation and estops it from making any further calls on the stockholders. But if the corporation shall become insolvent, such agreement does not estop unsatisfied judgment creditors of the corporation from subjecting the unpaid balance on the stock to the payment of their judgments. Upton, Assignee v. Tribilcock, 91 U. S. 45; Sanger v. Upton, 91 U. S. 56; Hawley v. Upton, 102 U. S. 314; Scovill v. Thayer, 105 U. S. 143. A sale of a railroad far below its value under a foreclosure decree obtained by virtue of a collusive agreement between the directors of the company seeking to escape liability as indorsers therefor, and the purchasers, is not binding on the creditors, and such sale will be set aside and held for naught and the purchasers held as trustees for the creditors of the company for the full value of the property, less the sum which the purchasers actually paid for a large lien claim and not for the nominal amount, they having bought it at a large discount. Drury v. Cross, 7 Wall. 299; Jackson v. Ludeling, 21 Wall. 616. It may be conceded for the purposes of this case, that the stock in question could be paid for in work; but when the rights of creditors intervene, the payment can only be made in work at a reasonable price. The stockholder is not legally entitled to a credit of $1000 on his stock when he only does $500 worth of work. And as contracts to pay for stock in work are frequently made to get the stock for nothing, or at Opinion of the Court. least without paying par value therefor, and thereby cover up a fraud on bona fide stockholders and creditors of the corporation, they should be scrutinized by the courts with great care. Jackson v. Traer, 64 Iowa, 469; Chouteau v. Dean, 7 Missouri App. 210; Moss v. King, 42 Iowa, 478; Boynton v. Hatch, 47 N. Y. 225. Mr. Walter C. Larned for appellee. MR. JUSTICE HARLAN, after stating the case, delivered the opinion of the court. It is the settled doctrine of this court, as well as of the Supreme Court of Missouri, that unpaid subscriptions to the stock of a corporation constitute a trust fund for the benefit of its creditors, which may not be given away or disposed of by it, without consideration or fraudulently, to the prejudice of such creditors. New Albany v. Burke, 11 Wall. 96, 106; Sawyer v. Hoag, 17 Wall. 610, 620; Upton, Assignee v. Tribilcock, 91 U. S. 45; Sanger v. Upton, Assignee, 91 U. S. 56; Webster v. Upton, Assignee, 91 U. S. 65; County of Morgan v. Allen, 103 U. S. 498, 509; Scovill v. Thayer, 105 U. S. 143, 154; Hawkins v. Glenn, 131 U. S. 319, 335; Richardson v. Green, 133 U. S. 30, 45; Peters v. Bain, 133 U. S. 670, 691; Clark v. Bever, ante, 96; Liebke v. Knapp, 79 Missouri, 22, 24. And this principle of general law is reinforced in Missouri -where the transaction in question occurred, and by whose laws the railroad corporations mentioned in the bill were created by a statute giving a judgment creditor of a corporation, where corporate property cannot be found upon which to levy his execution, the right to an execution against a stockholder "to the extent of the amount of the unpaid balance of such stock by him or her owned." 1 Rev. Stats. Missouri, 1879, p. 121, c. 21, § 736; Ib. 1889, § 2517. While it was competent for the St. Louis, Hannibal and Keokuk Railroad Company, exercising good faith, to use its bonds and stock in payment for the construction of its road, it could not rightfully, at least as against creditors or stock Opinion of the Court. holders, issue its stock to Blair and Taylor as full paid without getting some fair or reasonable equivalent for it. What was such an equivalent depends primarily upon the actual value of the stock at the time it was contracted to be issued, and upon the compensation which, under all the circumstances, the contractors were equitably entitled to receive for the particular work undertaken or done by them. The principles which, by established law, govern the relations between a corporation and its creditors and stockholders, and the management of the corporate property, would be of little value, if the corporation, by its directors, could sell or dispose of its assets to the prejudice of creditors and stockholders under such circumstances, on such terms and at such prices as indicated, upon the face of the transaction, that they were being squandered recklessly or fraudulently in disregard of the trust committed to them. For such violations of trust the courts furnish ample remedy, independently of any statute prescribing a special mode for enforcing the liability of stockholders for the balance due upon stock held by them purporting to be, but which is not, full paid. Is the plaintiff entitled to relief under any proper application of these principles ? It is averred in the bill, and the demurrer admitted, for the purposes of the hearing below, that full and adequate compensation for the work done by Blair and Taylor was $12,000 per mile in the company's first mortgage bonds. Assuming this to be true, if the stock issued to Blair and Taylor was of any considerable value at the time they received it, or if the circumstances attending its delivery to them indicated bad faith upon their part or upon the part of the corporation, dif ferent questions would arise from those now presented. But the bill contains no allegation whatever as to the real or market value of the stock. The court cannot say, from any facts set forth in the bill as to the condition of the railroads in question that the stock when delivered to the contractors was worth par, or that it had any substantial value. If, when disposed of by the railroad company, it was without value, no wrong was done to creditors by the contract made with Blair and Taylor. If the plaintiff expected to recover in this suit Opinion of the Court. upon the ground that the stock was of substantial value, it was incumbent upon him to distinctly allege facts that would enable the court-assuming such facts to be true-to say that the contract between the railroad company and the contractors was one which, in the interest of creditors, ought to be closely scrutinized. He seems to have carefully avoided making any allegation as to the real or probable value of the stock, and to have supposed that the court, in the absence of averment or proof to the contrary, would assume that it was worth par, or had substantial value. As he impugned the good faith of the transaction between the company and the contractors, it was incumbent upon him to state the essential, ultimate facts upon which his cause of action rested, and not content himself with charging, generally, that what was done was "colorable," a "fraud," "a breach of trust," and a "scheme" by which Blair and Taylor were to get the stock without paying for it. These are allegations of legal conclusions merely, which a demurrer does not admit. Dillon v. Barnard, 21 Wall. 430, 437; United States v. Ames, 99 U. S. 35, 45; Pullman Palace Car Co. v. Missouri Pacific Railway, 115 U. S. 587, 596; Ford v. Peering, 1 Ves. Jun. 72, 77. It is consistent with the allegations of the bill that the stock was absolutely without value when issued to Blair and up to the time when the railroad and all the property appurtenant thereto was sold under the decree of foreclosure. The demurrer was properly sustained. Decree affirmed. Opinion of the Court. COVINGTON STOCK-YARDS COMPANY v. KEITH. APPEAL FROM THE CIRCUIT COURT OF THE UNITED STATES FOR THE DISTRICT OF KENTUCKY. No. 33. Submitted October 22, 1890. Decided March 2, 1891. A railroad company, holding itself out as a carrier of live stock, is under a legal obligation, arising out of the nature of its employment, to provide suitable and necessary means and facilities for receiving live stock that may be offered for shipment over its road and connections, as well as for discharging such stock after it reaches the place to which it is consigned. The duty to receive such stock cannot be efficiently discharged, at least in a town or city, without the aid of inclosed yards in which the stock offered for shipment can be received and handled with safety and without inconvenience to the public, while being loaded upon the ears in which they are to be transported. And the duty of the carrier to deliver cannot be safely and effectively performed except in and through inclosed yards or lots convenient to the place of unloading. A carrier of live stock must be at all times in proper condition both to receive from the shipper and to deliver to the consignee, according to the nature of the property to be transported, as well as to the necessities of the respective localities in which it is received and delivered. It cannot, in addition to the customary and legitimate charges for transportation, make, or allow any agent it employs to make a special charge for merely receiving or merely delivering such stock in and through yards provided for that purpose. In respect to the mere loading and unloading of the stock at a particular city, the carrier is required by the nature of its employment to furnish such suitable and convenient appliances as are reasonably sufficient for the business at that place. THE case is stated in the opinion. Mr. E. D. Baxter for appellant. No appearance for appellees. MR. JUSTICE HARLAN delivered the opinion of the court. On the 28th of January, 1886, George T. Bliss and Isaac E. Gates instituted in the court below a suit in equity against the Kentucky Central Railroad Company, a corporation of Ken |