Jeannette Bottle Works v. Schall

Citations

• 13 Pa. Super. 96
• 1900 Pa. Super. LEXIS 117

Syllabus

<p>Corporations — Subscription to stock — Contract.</p> <p>Where a paper sets out that the citizens of a borough are forming a manufacturing corporation, and that the signers to the paper “ agree to subscribe ” for the number of shares set opposite their respective names, and to pay for them, the paper constitutes a valid stock subscription.</p> <p>Corporations — Stock subscription — Bight of corporation to maintain suit.</p> <p>When an agreement of subscription to stock declares the purpose to form a corporation under existing laws, each subscriber contracts with his associates, in consideration of similar contracts by them, to contribute to the common fund the amount subscribed by him, and these mutual promises form a valid and sufficient consideration, and the corporation, after its organization has been completed, may maintain an action to enforce the payment of these subscriptions to its capital stock.</p> <p>. Corporations — Stock subscription — Conditional subscription.</p> <p>The written agreement among the subscribers to stock of a proposed corporation intended to be organized under the Act of April 29, 1874, P. L. 73, is the creation of the associates, and may embrace any condition which does not involve a violation of law, or of the rights of future creditors, and by a condition thus appearing upon the face of the agreement all the associates and the corporation, when formed, are bound. A subscriber to such an agreement cannot escape liability to the corporation by showing that his subscription was subject to a parol condition without also showing that all the subscribers assented to the condition as to his particular subscription, or that all subscriptions were subject to the same parol condition.</p> <p>In an action upon a written subscription to stock, the defendant will not be permitted to prove that he was induced to sign the contract upon certain conditions without which the contract would not have been signed, where his offer does not state the con