In regard to the first 45 per cent it is alleged that it was required as a bonus or gratuity, as a condition precedent to the loaning of the $100,000 that the demand was complied with. If such was a fact he legally obtained the stock, and its transfer was the result of a mutual agreement; the demand could be declined or complied with at the option of the other party. The same may be said of the 20 per cent demanded as a condition for the loan of the $90,000. It appears that plaintiffs did not contribute stock to satisfy either demand; that they were at the beginning and still are the holders of 245 shares. It seems that those who parted with stock as contributors regarded the securing of the money as a proper consideration. They are not complaining. How the securing of the stock from other individual holders was in derogation of the rights of plaintiffs is not stated, and we are at a loss to discover. If others saw fit to part with their stock, to Farwell, without consideration, such fact cannot be a ground for equitable relief of plaintiffs. How Farwell became the owner of the other 15 per cent to make the 80 per cent is not shown, but it is presumed he acquired it legitimately, otherwise, we would be informed. If, as alleged, Farwell holds over 80 per cent of the entire stock and plaintiffs' 245 shares, there is at most but about 150 shares outstanding in others. It is next alleged that on or about the (blank) day of (blank) year The Dolores Number Two Land and Canal Company made an attempted conveyance of all its water rights, privileges, franchises and property in the same, and the right to sell all the water rights and water and the right to receive all the future revenue to be derived from the sale of water belonging to it, to the Dolores Community Ditch Company, at the instigation of the conspirators, etc. "That said attempted conveyance is a fraud and void in law and equity, and a fraud upon these complainants and all innocent stockholders." These allegations are so vague, mysterious, indefinite and indeterminate that it is impossible to seriously consider them. If, as stated, it was only an attempt to convey, it, of course, was not consummated, no one was injured. If it was " void in law and equity," "void things" are no things and require no notice. Whether it was a reorganization under a new name of the same corporation or a new and distinct corporation, whether the capital stock of the first corporation was increased, whether the scope and object of the new corporation were extended and enlarged, whether any consideration, nominal or otherwise, passed or was to pass, whether the possession passed from the old company to the new, whether the new company was capitalized and issued stock, we are not informed. The only information we have is "The organization of the said second company *** by the same parties and for the same purposes, has so confused and complicated the legal constitution and status of both said companies, that it is almost utterly impossible for said companies or either of them to carry on the business," etc. This, certainly, would be the result, where two corporations created for the same purpose, and controlling the same property and rights, attempted, at the same time, to exercise such control. It is a condition without precedent, and without some facts stated, some data, it is impossible to say whether it is fair or fraudulent, legal or illegal. It certainly appears opposed to natural law-two bodies occupying the same space at the same time.

But it appears in the next allegation that the original corporation still retained sufficient vitality to exercise the important prerogative of levying assessments upon its stock, and that in the exercise of it, plaintiffs had been assessed to pay $1,347.50. That there was no necessity for such assessment; that it was made by the conspirators to force a sale of plaintiffs' stock and buy it in, and that plaintiffs refused to pay such assessment. This is again followed by the general charges of mismanagement, incompetency, want of skill in employees, fraud and dishonesty, and upon "information and belief," collusion and conspiracy to wreck and ruin both companies. Then that plaintiffs, prior to commencing suit appeared before the board of directors and protested and complained and begged it to reform and correct their grievous wrongs; that the requests were unheeded the eloquence wasted.

The first part of the prayer is in the disjunctive or alternative, asking that a receiver be appointed to complete the construction of the work and disburse the money, or that an injunction issue to restrain the company from prosecuting the work and disbursing the money, and from proceeding to enforce the collection of the assessments against the plaintiffs; that the two trust deeds be decreed to be void and canceled, and for a full accounting of all moneys disbursed. This lengthy review of the complaint may seem unnecessary, but it is as brief a digest or synopsis of thirty-one closely printed pages as can be made for a proper understanding of the case. A demurrer was interposed specifying eighteen supposed fatal defects in the pleading, which may be consolidated and summarized in one, viz., that the complaint was bad for want of substance; did not state facts sufficient to entitle plaintiffs to the relief asked. The demurrer was sustained. The judgment is brought here for review.

In this case the well established rules and principles that control pleadings in equity, have been overlooked or disregarded. The conclusions of the pleader, stated as facts, broad generalizations, sweeping and comprehensive assertions of conspiracy, fraud, mismanagement and incompetency cannot be made, in pleading, to supply the want of specific facts.

"The allegations must be positive, and not by way of recital; and must be of facts only, and not of law." Mitford & Tyler's Eq. Plead. 64.

"The rights of the several parties, the injury complained of, and every other necessary circumstance, as time, place, manner, or other incidents, ought to be plainly, yet succinctly alleged. Whatever is essential to the rights of the plaintiff, and is necessarily within his knowledge, ought to be alleged positively and with precision." Ibid. 136; Story's Eq. Plead. §§ 27, 28, 246-257.

Fraud is a conclusion of law, from the fact stated. It is not sufficient in the bill to make a charge of fraud in general terms. It should point out and state particular acts of fraud. Story's Eq. Plead. §§ 251, 251a.

The capital stock of a corporation is usually the original and only source from which the money is obtained for the prosecution of the enterprise. By sec. 340, chap. 19 of the statutes it is declared: "No corporation shall issue stock or bonds, except for labor done, services performed, or money or property actually received." A careful examination of the authorities establishes the legal fact that the stock of a corporation is the basis from which is derived the capital; that the stock is regarded as money or its equivalent. It is alleged that the capital stock of the company was $200,000; that it passed to the stockholders. Had it been disposed of at 50 per cent of its par value, the fund obtained would, according to the allegations of the complaint, have been ample to have completed the enterprise. From the complaint it appears that not a dollar of proceeds of stock ever went into the treasury, and that all the money received and used came from the Farwell loans. From the allegations, it is presumable that the stock was issued and used for gratuitous distribution among the promoters. The allegation is that plaintiffs were the "bona fide owners and holders of said capital stock," but it is not alleged that any value whatever was paid for it. If, as stated, Farwell furnished all the money for 65 per cent of the stock, and the others were the gratuitous holders of the remaining 35 per cent, and he afterwards by purchase obtained over 15 per cent more, and then through his agents took absolute and entire control of the management, construction and disbursement of money-if the management was bad, his agents incompetent, the money wasted, etc., it would seem that he, Farwell, was the only one who could suffer pecuniarily, and could hardly be amenable to the oft-reiterated charge of conspiracy to ruin and wreck a company in which he would be the only sufferer. He is charged, in effect, with wasting his own money and wrecking himself to the extent of 80 or 85 per cent to effect the ruin of the other 15 or 20 per cent. If such were the facts, Farwell might be benefited by the appointment of a conservator or guardian, but a court of equity could hardly appoint a receiver, as asked, to administer his affairs; nor can the court, by injunction, restrain him from wastefully disbursing his money, or mismanaging his affairs; nor can it, in the absence of stated facts, showing the invalidity of the assessment, restrain its collection. A minority of a corporation is undoubtedly entitled to the interposition of a court of equity to protect it from the illegal aggression of the majority; but the wrongs charged, the imminency of the danger, and the rights of the minority, must be clearly and explicitly stated by apt averments.

The court is asked to decree both deeds of trust, made to secure the money borrowed, absolutely void and of no effect. Why this should be done is not shown. To enable a court to so decree, some invalidity or illegality in their inception and execution must be shown, or a failure or want of consideration. Neither is attempted. A misapplication and waste of the money received in exchange for a security would not afford a court adequate grounds for invalidating the security given.

It follows that the judgment of the court in sustaining the demurrer and dismissing the suit was correct.

Affirmed.