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National Exchange v Dexter Facts: Respondent subscribed to the corporate stock of CS Salmon & Co.

amounting to P30,000, which was to be paid from the first dividends to be declared on the shares of the said company. The payments will be taken from the dividends Dexter will be receiving on his shares, until the full price or value of such shares have been fully paid. An initial amount of P15,000 was paid from the dividends of Dexters shares as declared by the company. However, no other dividend was thereafter declared by the company, and thus, no other payment was made for the subscription. The National Exchange became the assignee of CS Salmon, who instituted an action in the CFI to recover the remaining amount from Dexter. The CFI ruled in favor of National Exchange, thus, Dexter appealed to the SC. Issue: Whether the stipulation contained in the subscription to the effect that the subscription is payable from the first dividends declared on the shares has the effect of relieving the subscriber from personal liability in an action to recover the value of the shares, and if such stipulation is valid. Held: The said stipulation is unlawful. It obligates the subscriber to pay nothing for the shares except dividends as may accrue upon the stock. In the contingency that the dividends are not paid, there is no liability at all, and as such creates a discrimination in favor of a particular subscriber. Dexter must pay for the amount claimed with interest. The law prohibits the issuance of shares by corporations except for actual cash to the par value of the stock or its full equivalent in property actually received by it at a fair valuation equal to the par value of the stock or bonds so issued.