Hetfield v. Addicks

Citations

• 154 Pa. 1
• 26 A. 215
• 1893 Pa. LEXIS 828

Syllabus

<p>Contract of subscription — Interest—Corporation—Ultra vires. .</p> <p>A construction company engaged to construct buildings for a gas company and to take the bonds and stock of the latter company in payment. The construction company solicited, through its manager, the defendant, subscriptions to the stock and bonds of the gas company. The subscription contract provided that payments might be made in ten equal monthly installments, beginning with April 1, 1885, and proceeded thus: “ Those desiring to do so can pay in full at any time, interest being allowed at four per cent per annum.” Plaintiff subscribed in 1887 for a number of bonds and shares of the gas company, the same form of contract being still in use. He paid up in four installments, and afterwards received the stock and bonds for which he subscribed. Plaintiff claimed to recover interest upon his anticipated payments from the time they were made to the time the securities were delivered to him. No act of omission or commission was alleged on the part of defendant as a ground of liability for the failure of the construction company to keep its promise with plaintiff. Held, that a demurrer to the statement should have been sustained.</p> <p>In the above case the action of the construction company in selling the securities of another company, and in promising to pay interest upon advance payments was not ultra vires.</p> <p>The fact that the construction company continued to use the original form of subscription contract after Jan. 1, 1886, was an assertion of its purpose to be bound by its provisions; and while subscriptions made after that time could not be paid within ten months after April 1, 1885, they could be paid ten months from the time of making them.</p>