free from all liability said first party, and its individual members, by reason of any such contract, agreement, or obligation, the said first party does hereby assign, set over and transfer to said second party all of its rights and interests in any property, whether the same be real or personal, now owned or claimed by said party of the first part, both legal and equitable, and all of its right, title, and interest in and toa certain agreement entered into and made by and between the city of Grand Forks and said first party, and dated the 7th day of December, A. D. 1886, together with all claims thereunder, and all privileges, rights and immunities heretofore granted the said first party by said city of Grand Forks, whether by ordinance or otherwise. In witness whereof the name of said first party is subscribed hereunto this 15th day of November, A. D. 1887. The Dakota Gas & Fuel Company. By Alex. Griggs. The Dakota Gas & Fuel Company. By J. S. Eshelman. Signed and delivered in presence of Wm. Dalla Chalk, Henry Evans.”
Plaintiff demanded of the corporation, that it deliver to him $20,000 of the shares of its capital stock, paid up, and non-assessable. This the corporation refused to do, but offered to deliver to him said amount of stock provided he would pay the assessment of 40 per cent. which had been assessed against all of the stock of the corporation. Thereupon plaintiff brought this action, asking to have the conveyances to the corporation set aside and canceled, and that said corporation be required to reconvey said real estate to said copartnership, and that a receiver be appointed to take charge of the partnership property, and that the same be sold, and, after payment of all partnership debts, that the balance be divided between the copartners according to their respective rights. The findings of fact by the trial court are very full, and seem to cover every point in the case. Many errors are assigned on these findings as not being supported by the evidence, but, from an examination of the testimony, we conclude all of the findings to which exceptions were entered have reasonable support, and cannot be disturbed by this court. From its findings of fact the trial court declared as conclusions of law that the plaintiff and Griggs and Eshelman had, at the time of the attempted transfer to the cor-
