Fairview R. R. v. Spillman

Citations

• 23 Or. 587
• 32 P. 688
• 1893 Ore. LEXIS 67

Syllabus

<p>Corporations — Conditional Stock Subscriptions — Code, § 3221.— Conditional subscriptions to the capital stock of a corporation, made before an organization is effected, are not to be considered as absolute and unqualified, or the conditions attached thereto void, under the Oregon statute requiring the corporate articles to be filed, and the charter obtained, before any stock is subscribed (Code, g 3221), since such subscription is only an agreement to take stock in a corporation thereafter to be organized, and any lawful condition may be attached thereto.</p> <p>Organization op Corporation — Code, g 3222.— Conditional subscriptions to the capital stock of a corporation, made before organization thereof, cannot be counted in determining whether the requisite amount of stock has been subscribed to authorize the organization of’the corporation, under Hill’s Code, § 3222.</p> <p>Stock Subscriptions — Assessments.— It is an implied part of the contract of an original subscriber to the stock of a corporation afterwards to be organized, that he is not liable to pay assessments on the stock before one-half of the capital stock is subscribed.</p> <p>Action for Stock Subscription — Code, § 3222.— No action can he maintained on a subscription to the capital stock of a corporation, made prior to its organization, where, at the time of an attempted organization thereof, one-half of the capital stock had not been subscribed, as required by Hill’s Code, § 3222, unless there has been some act on the part of the subscriber constituting a waiver of such requirement.</p> <p>Waiver op Conditions to Subscription — Estoppel.— Where a stock subscriber, knowing that the amount of stock necessary to organize the corporation has not been taken, attends the meetings of the stockholders, participates in the organization of the company, or does other acts indicating a consent to become a stockholder, and acts as such before the requirements of the statute have been complied with, he waives