Garrett v. Philadelphia Lawn Mower Co.

Citations

• 39 Pa. Super. 78
• 1909 Pa. Super. LEXIS 440

Syllabus

<p>Corporations — By-laws—Agreement among subscribers to stock.</p> <p>1. Where five persons meet for the purpose of organizing a corporation, and at the meeting they subscribe for the respective shares of their stock, and agree that one of the by-laws of the proposed company shall provide that the subscriber shall not sell or assign his stock until he shall have offered it to the other subscribing stockholders, and thereafter the company is organized and the by-laws adopted, such a by-law constitutes an agreement among the subscribing stockholders, and is enforceable against each of them, or if dead, against their personal representatives.</p> <p>2. A subscription by a number of persons to the stock of á corporation to be thereafter formed by them constitutes: First, a contract between the subscribers themselves to become stockholders when the corporation is formed upon the conditions expressed in the agreement, and as such it is binding and irrevocable from the date of the subscription; second, it is in the nature of a continuing offer to the proposed corporation which, upon acceptance by it, becomes as to each subscriber a contract between him and the corporation.</p> <p>Fitzsimmons v. Lindsay, 205 Pa. 79, and Lindsay's Estate, 210 Pa. 224, followed.</p>