Altoona Sanitary Milk Co. v. Armstrong

Citations

• 38 Pa. Super. 350
• 1909 Pa. Super. LEXIS 141

Syllabus

<p>Corporations- — Foreign, corporations — Registration and appointment of agent — Contract—Subscription contract.</p> <p>1. Where a number of persons enter into a contract in writing with r, foreign corporation, not registered in Pennsylvania, by which they agree to organize a Pennsylvania corporation, to subscribe to the stock thereof, and to pay out of the money thus subscribed for a plant to be erected by the foreign corporation for the new company, and in pursuance of this agreement the Pennsylvania company is organized, a large portion of the subscriptions are paid, the plant is erected and the foreign corporation paid in full, certain subscribers who had not paid, cannot in an action against them by the Pennsylvania company set up that the whole of the contract is invalid because it was made with a foreign corporation which was not registered at the time in Pennsylvania.</p> <p>2. A subscription to a joint-stock company is not only an undertaking to the company, but with all other subscribers. Such contracts are trilateral, and even if fraudulent as between two of the parties, they are to be enforced for the benefit of the third.</p>