Share Purchase Induced by Fraudulent Misrepresentation vs. Seller Insolvency

A purchaser of shares in a company, who had been induced to contract by fraudulent misrepresentations concerning the company's financial situation made by the seller, sought to annul the sale after discovering the truth and the seller's subsequent insolvency. The court held that while the seller's fraudulent conduct constituted a civil wrong justifying damages, the annulment of the share transfer was not possible because the seller was now insolvent, rendering restitution in kind impossible, thus limiting the remedy to damages for the deceit rather than voiding the contract of sale itself.