The plaintiff, W. L. Stone, as Trustee of the Estate of Bassett & Company, a (Oklahoma) corporation, bankrupt, brings this action against the defendant, L. E. Hudgens, an officer "and director of such corporation, to collect $5,000 for 50 shares of stock issued to the defendant but for which defendant never paid.1 This sum was carried on the corporate books as “subscriptions receivable”; and, plaintiff urges that as trustee he is entitléd to collect such amount for the benefit of creditors inasmuch as this receivable was one of the assets relied up*275on by the various creditors in extending credit to the bankrupt company.2
After careful consideration the Court has concluded that the defendant is not legally obligated to pay for the said 50 shares for the reason that under the Oklahoma Constitution3 and interpretative decisions, the attempted stock issue was an absolute nullity giving rise to neither rights nor liabilities.
Although the Court’s attention has not been called to any Oklahoma decision directly in point, the decisions construing the force and effect of the language of the pertinent constitutional provision unmistakably imply that where stock is issued for a consideration less than the stock’s par value, the issue is void, and the stock certificate cannot serve as consideration to support the would-be stockholder’s promise to pay.4
The Court has reached the conclusion that the instant obligation is uncollectible rather reluctantly inasmuch as a number of well reasoned decisions in other jurisdictions dealing with similarly worded constitutional prohibitions have not permitted a subscriber, such as the defendant, to use the constitutional provision solely to negate his own personal promise to pay.5 'However, the Oklahoma Court has unhesitatingly found all such attempted issues to be void with no rights or liabilities attaching6 except where the unfulfilled promise of the subscriber works a fraud upon innocent third persons.7 This exception is ex*276emplified where a third person in reliance upon the fraudulent representation that all issued stock is paid up changes his position to his detriment in reliance upon such misrepresentation.
In the instant case although it may well be that the creditors in question did rely on the $5,000 “subscriptions receivable” as one of the assets of the corporation in extending credit to such company, no element of fraud exists. At the time of all extensions of credit all creditors were apprised that of the $35,-000 issued capital stock, $5,000 was unpaid. Any reliance by such creditors was at most predicated upon a misapprehension of the legal collectability of this listed receivable and did not result from a fraudulent concealment of the true nature or value of the company’s corporate structure.8
The Court has also considered whether the defendant has a statutory liability arising out of 18 Okl.Stat.1951 § 1.83; and, has concluded such section to be inapplicable to the instant facts. Such section is not intended to cover the problem of the issuance of stock pursuant to a promise to pay in the future where such issued stock is not held out as fully paid but said statute has for its purpose the prevention of a working of fraud due to either a careless or deliberate overvaluing of a corporation’s capital structure, by any “directors or shareholders” who “grossly overvalue property or services received by the corporation as consideration for shares allotted”.9
The defendant is entitled to judgment. Counsel should submit a journal entry which conforms with this opinion within fifteen days. .