Cheraw & Chester Railroad v. White

Citations

• 14 S.C. 51
• 1880 S.C. LEXIS 99

Syllabus

<p>1. Where the complaint alleges a corporate existence in the plaintiff, and no facts or circumstances appear upon the face of the complaint showing in plaintiff a want of corporate authority, or of capacity to sue, a demurrer to the complaint under Class 2, of Section 167 of the code, cannot be sustained.</p> <p>2. A reference to its charter in the complaint of a corporation plaintiff does not so incorporate the charter into the complaint as to render the statement of its right to sue defective, by reason of the failure to allege the performance of conditions precedent to its corporate existence.</p> <p>3. The performance of conditions precedent to a corporate existence is a matter of proof, and a failure to allege such performance is not ground for demurrer under the second class of Section 167 of the code.</p> <p>4. The charter of a railroad company conferred corporate powers in terms importing an immediate grant, with a proviso “that said persons shall commence operations upon said road within two years after the passage of this act, and complete the same within five years.” Held, that the requirements of the proviso were not conditions precedent to a corporate existence.</p> <p>5. The charter of a railroad company permitted subscriptions in labor, materials or land, as well as in money; in action brought by the corporation to recover a stock subscription, the complaint alleged that the “ defendant subscribed to the joint stock of the said company four hundred dollars, for and in consideration of eight shares of the capital stock,” and also alleged a demand of payment. Held, on demurrer, that the complaint sufficiently stated that the subscription was payable in money and was due before action brought.</p> <p>6. The word “subscribe,” in contracts of this nature, has a distinctively definite sense; and includes the idea of a promise to pay the amount subscribed in the manner agreed upon.</p> <p>7. Where a demurrer tó a complaint is overruled, the Circuit judge m