Galveston Hotel Co. v. Bolton

Citations

• 46 Tex. 633

Syllabus

<p>1. Subscription op stock.—A subscription of stock in an incorporated company, or in anticipation of a company, is usually in the shape of a mutual agreement, written and signed by those desiring to be corporators, or of a mutual undertaking in writing to be bound to take a share or shares in an incorporation already created, in which the nature, object, and terms of the association are to some extent indicated. The company becomes a party to the contract resulting from this mutual agreement, either expressly or by implication, from the terms of the subscription.</p> <p>2. Stock—Subscription—Evidence—Chabter.—The Galveston Hotel Company was incorporated under a charter, which fixed the capital stock at two hundred and fifty thousand dollars, with power to increase it to one million; which provided that ten per cent, of the amount subscribed should be deposited with the treasurer at the time of subscription, and that the company should be organized whenever fifty thousand dollars of stock should be subscribed for. Suit was brought against Bolton as a subscriber for stock in the company on a subscription, in the following form, viz :</p> <p>“ Subscription to Galveston Hotel Co.</p> <p>“C.L. Bolton, 5 shares............................................. $2,500”</p> <p>The original paper was not shown to have been in the hands of the company or its officers, but was lost, and Bolton's name was not found on the books of the company as a corporator or subscriber for stock; he never paid anything on the alleged subscription, and never participated in any action of the company, but acknowledged verbally to the secretary his obligation to pay, and asked indulgence: Held—</p> <p>1. The fact that no percentage was ever paid on the alleged subscription was admissible in evidence, as tending to show that whatever was done was an incomplete transaction, and not a consummated act of subscription.</p> <p>2. Prom the fact, that the charter allowed the company to be organized when s