Keystone Wrapping Machine Co. v. Bromeier

Citations

• 42 Pa. Super. 384
• 1910 Pa. Super. LEXIS 338

Syllabus

<p>Corporations — Subscription contracts — Evidence—Parol evidence.</p> <p>1. A subscriber to a subscription contract cannot change the character and effect of the paper by his own xmcorroborated oral testimony.</p> <p>2. A subscription to the stock of a corporation is not only an undertaking with the company, but with all the other subscribers. Such a contract is trilateral and even if fraudulent as between two of the parties it may be enforced for the benefit of the third.</p> <p>3. A person who subscribes to the stock of a corporation becomes a stockholder as soon as the company has accepted his offer, and it is immaterial that no certificate representing the shares subscribed for has been made out or delivered to him.</p> <p>Corporations — Foreign corporations — Registration.</p> <p>4. Where a foreign corporation brings an action of assumpsit in the coxmty of Allegheny, and in its statement of claim avers that it is a foreign corporation, and that it has duly registered in Pennsylvania, and this averment has not been denied in the affidavit of defense, the corporation is not boxmd at the trial affirmatively to prove its registration.</p> <p>Conflict of laws — Evidence—Stock subscription — Corporations.</p> <p>5. Where a foreign corporation sues in Pennsylvania on a stock subscription and the paper on its face shows that the agreement is to sell the stock for less than its par value, the burden is upon the plaintiff to show affirmatively that the law of the state in which the plaintiff was organized permitted a sale of stock on such terms. If no proof of foreign law is offered the court -will assume that the foreign law is the same as the Pennsylvania law, and that the contract is an illegal one.</p> <p>6. The law of another state -will be presumed to be the same as that of the forum, in the absence of evidence of the contrary.</p>