Philadelphia Motor Speedway Ass'n v. Sale

Citations

• 69 Pa. Super. 583
• 1918 Pa. Super. LEXIS 450

Syllabus

<p>Corporations — Stock subscription — Corporation of first class — Profits as incident — Parties—Contract—Consideration.</p> <p>Where a person enters into a subscription contract with another person designated as the treasurer of an association, in contemplation of the organization of a corporation to maintain a speedway track, and for other social and athletic purposes, and it is agreed that there shall be a certain number of life memberships, and that each member shall have a share of the profits and enjoy certain privileges, and subsequently a corporation of the first class is organized with the person named in the agreement as treasurer, such corporation may maintain in its own name a suit to recover the stock subscription under the agreement.</p> <p>In such a case the defendant cannot object that the plaintiff was not the kind of a corporation contemplated by the agreement, inasmuch as (1) the terms of the agreement contemplated a corporation of the first class, and (2) the provision for profits was not inconsistent with a plan of a corporation of the first class; nor can the defendant object that he was led to subscribe by representations as to prospective profits made by the solicitor who obtained his subscription, if it appears that such representations did not amount to an agreement, but at most were a mere expression of opinion; nor can he object that there were not the designated number of bona fide subscribers, because some of the agreements provide for a “share of all profits” and others provided for a “pro rata share of all earnings; nor can he object that the contract was without consideration, inasmuch as each subscription became a contract by each subscriber with the other subscribers in consideration of like contracts by them, and these mutual promises to contribute to a common object formed a valid and sufficient consideration.</p>