Norwich Lock Manufacturing Co. v. Hookaday

Citations

• 89 Va. 557

Syllabus

<p>1. Joint-Stock Companies-Prospectus-Subscribers’ - liability-Case at bar.-Defendant signed a subscription to stock in a corporation, circulated with a prospectus stating that the corporation was to be located at R.; that the maximum capital was to be $400,000, and that its purpose was limited to ‘‘ manufacturing locks, bolts, all house hardware, and other articles of a similar character.” Later a second prospectus, under which the corporation was after-wards organized, was circulated for signatures, by which it was stated that the corporation was to be located outside of R.; that the maximum capital was to be $500,000, and the purpose to embrace a large variety of industries. Defendant'refused to sign this second prospectus.</p> <p>Held :</p> <p>The defendant was not liable to plaintiff for stock he subscribed to under first prospectus.</p> <p>2. Idem-Change of prospectus.-A material change in the purposes of a corporation, as set forth in the prospectus, will release a subscriber thereto from liability, if made without his consent.</p> <p>3. Idem-Capital stock-Assessments.-When, up to the time of trial, the proposed capital stock of a corporation has not been fully subscribed, a subscriber thereto cannot be even liable for assessment on his subscription, unless there is in the article, or in the general law under which the corporation is formed, a provision to the contrary.</p> <p>4. Practice at Law-Instructions-Case at bar.-It is the province of the court to construe and instruct the jury as to the legal effect of all written instruments which are the subject of the controversy, and where the court (as in the case here) only exercised its function in comparing the subscription paper and the charter of the company, and in telling the jury that the latter was not, in legal effect, in accordance with the former, and that the plaintiff company was not the company provided for in the subscription contract signed by the defendant-</p> <p>Held :</p> <p>No error.</p>