The opinion
*162 CONCURRING- OPINION.
WOODSON, P. J.
I concur only in the result reached in this case; and dissent to almost everything else contained therein.
While as to the principles of law announced therein, as abstract propositions, I have no complaint to •make, because they are wise, sound and just, yet they have no application to this case.
While the opinion does not state the fact, nevertheless it is a fact, that the plaintiff was not one of the organizers of the trust company mentioned who had paid his money into the coffers thereof believing and understanding, as he had the legal right to do, that he was bearing his proportional part of the burdens, and was receiving his proportional part of the benefits thereof with the other organizers-; but he was a total stranger to the transaction, and went out into the open market and purchased his stock upon his own judgment; and neither the corporation nor. its officers or agents owed him- any duty whatever in the transaction.
If the law is as stated in the opinion of our learned Commissioner, then I can to-day go into the open market and purchase a share of stock in the United States Steel Company (in the language of the Commissioner “the greatest industrial combination that the world-has known, which has offered, in round numbers, one billion and a half dollars in par value of its securities to a responsive public”) and sue and recover in dollars and cents-, from the stockholders, officers and directors thereof, who knowingly participated in so deeply watering the capitalization of that company, the proportional part of that fictitious capital that my share of stock would bear to the whole amount thereof.
*163 That is not only trne of the United States Steel Company, but it is largely true óf almost all other great industrial institutions of the country.
However just that doctrine as an original proposition may have been, yet in this day and age, with the conditions being as stated, such a rule would be intolerable, unjust and oppressive ; and I know of no respectable authority holding to the contrary.
The cases cited by our learned Commissioner, if I correctly understand them, have no reference to eases where the purchase was made from third parties upon .the open market, after the corporation had been completely organized, as was done in this case, but relate to transactions had between the promoters and organizers of a corporation.