State v. Edwards

The alleged misrepresentation was as to the status under the law of a corporation and its stock. That status depended not so much on law as on the fact of compliance or noncompliance with it. The law was law, but compliance or noncompliance was fact. Therefore the statement of the result on status, if made, was of fact rather than law.

The law of our constitution (making shareholders in Minnesota corporations not organized exclusively for manufacturing or mechanical purposes liable to creditors of the corporation) was not at all the subject of the misrepresentation charged. The latter implies…