ELYSVILLE MANUFACTURING CO. VS. OKISKO CO. 397

The question in such a case, would not be, whether a deed
shown to be fraudulent and void, by disproving the considera-
tion expressed, could be set up by evidence of a different con-
sideration; but whether a party asking the assistance of the
court to enforce the payment of the purchase money, had in
fact been paid. And whether paid in money, or in something
which he agreed to receive as money, cannot be material.

I am, therefore, of opinion, that the evidence is admissible.

It is said, however, that though the evidence may be ad-
missible, there is no sufficient proof to establish either the
agreement set up in the answer, or a valid subscription binding
the complainant, the Elysville Manufacturing Company, to the
stock of the defendant.

With regard to the agreement, that the complainant would
convey to the defendant the property in the deed mentioned, in
consideration of receiving twenty-five thousand dollars of the
capital stock of the defendant, I am persuaded, that a reason-
able doubt cannot be entertained.

There is, in the record, a mass of evidence upon the point,
both oral and written, which, in my judgment, irresistibly con-
ducts the mind to the conclusion; and many of the well
authenticated and admitted acts, and declarations of the parties
can be accounted for upon no other hypothesis. It would be
tedious and useless, to recapitulate the evidence upon which
this conviction rests; and I content myself with saying, that
after listening with much attention to the comments of counsel
and carefully reading the proof, I am unable to see how it is
possible to arrive at a different result.

The only remaining question relates to the validity of the
subscription, Jay the complainant, to the capital stock of the de-
fendant. The subscription, in point of fact, by the president
of the former company, is not denied; nor is it denied, that at
or about the time the deed was delivered to the defendant, the
attorney, in fact of the complainant, by whom the delivery was
made, received from the defendant a certificate for the stock,
and that this certificate has never been returned to the defend-
ant since.

VOL.i—34