Kirby subscribed to purchase 100 shares of stock to be issued by Globule, Inc., an
already existing corporation. Globule accepted the subscription. The price set forth in
the subscription agreement was $10 per share. The par value of the stock was $8 per
share. When the time came for Kirby to pay the amount of his subscription, Kirby paid
only $6 per share, claiming that such amount represented the fair value of the shares.
Globule delivered the stock certificates to Kirby, but demanded the other $4 per share.
Is Kirby liable for the other $4 per share?
A. No, because regardless of what the subscription price was, he cannot be forced to
pay more than the fair market value of the shares.
B. Yes, because Globule’s delivery of the stock certificates implied its rights to collect
the extra $4 from Kirby.
C. Yes, because regardless of the fair value, a purchaser is liable for stocks issued for
less than the par value.
D. No, but he is liable for another $2 per share.
Answer:
Angela went to “Hairs R Us” to have her hair colored flame red and to get a permanent
wave. Unfortunately, the hair color contained a chemical that reacted with the
permanent wave solution resulting in Angela’s hair turning a bright green and falling
out. Under these circumstances, would a court be likely to apply the Code provisions in
determining the rights and responsibilities of the parties?
A. Code provisions would not apply because Angela entered into a contract which was
predominantly a service contract.
B. Code provisions would not apply because Angela is not a merchant.