Great Western Telegraph Co. v. Gray

Citations

• 122 Ill. 630
• 14 N.E. 214

Syllabus

<p>1. Subscription—to capital stock of corporation—contract construed, as to limited liability for amount subscribed. A contract of subscription to the capital stock of a telegraph company provided that each subscriber should take the number of shares set opposite his name, and pay for the same in installments,—-five per cent to be paid down, and the balance as the directors, from time to time, might order; and further provided that the company agreed that when forty per cent of the par value of the shares should be paid in, the number of shares subscribed by him should be issued to him as full paid stock of the company: Held, that the promise of the company to issue full paid stock upon the payment of the forty per cent, did not operate to limit the subscriber’s liability to the payment of such per cent of the par value of the shares, but that the remaining sixty per cent might be collected after the issue of the stock: Held, also, that the words at the top of the subscription paper, “ assessments not to exceed $10 a share,” could not in any way qualify the express promise to pay, in the body of the contract.</p> <p>2. Limitations—when the statute begins to run—as to subscription payable in installments, on call. Where a contract of subscription to the capital stock of a corporation provides for payments in installments, as from time to time ordered by the board of directors, no cause of action will accrue until an installment is assessed and ordered to be paid.</p> <p>3. A party in 1868 subscribed to the capital stock of a corporation, to be paid for in such installments as might, from time to time, be ordered, and on assessments or calls paid forty per cent of the par value of his stock. The directors failed to make any order for the payment of the balance, and a court of equity, at the suit of creditors, in 1886 made an order of assessment, or call for payment, on the subscription: Held, that the limitation as to the unpaid subscription did not commence to run b