Perkiomen Brick Co. v. Dyer

Citations

• 187 Pa. 470
• 41 A. 326
• 1898 Pa. LEXIS 829

Syllabus

<p>Corporations — Stock subscription — Evidence—Estoppel.</p> <p>In an action by a corporation to recover on' a stock subscription, it appeared that at a stockholders’ meeting at which defendant was present it was unanimously resolved to issue 400 undisposed of shares of stock, for the purpose of enlarging the company’s plant. Three persons who were present at the meeting testified that the defendant agreed, after some hesitation, to be one of four to take this stock, and that he directed the secretary to put him down in the minute book for 100 shares. The secretary testified that he made the entry a few minutes thereafter. The minute book was offered in evidence, but excluded under the objection of the defendant. The other three took and paid for the other 300 shares. It also appeared that the entire proceeds of the stock so issued was necessary for improvements agreed upon; that contracts were made on the strength of the subscription, and that defendant advised with the directors and urged the selection of a particular engine. Defendant never disputed his liability, but, on the contrary, recognized his obligation to pay, by postponing the time of payment, and naming a time when he would pay. Held, (1) that defendant was estopped from questioning the validity of his contract, even if it were only in parol; (2) that ‘the minute book was the best evidence of what the secretary did by direction of the defendant, but defendant cannot complain of its exclusion on his own objection; (3) that a verdict and judgment against the defendant should be sustained.</p>