Texas Western Railway Co. v. Gentry

Citations

• 69 Tex. 625
• 8 S.W. 98
• 1888 Tex. LEXIS 908

Syllabus

<p>1. Contract — Railway Company — One, owning the property and franchises of a railway company, contracted to sell them to another in consideration that the purchaser was to pay a designated sum in cash (which was paid) and to deliver to the vendor certain shares of stocks and bonds of a new company to be organized under the franchise. The new company was organized, and the vendee assigned his contract to a construction company for the benefit of the new company, which had acquired the rights of the construction company. The newly organized company, by appropriate resolutions, accepted a conveyance of the property, in fulfilment of the contract, and agreed to deliver the shares of stock and bonds.. In a suit against the company for specific performance of the contract, held, that the newly organized company was estopped to deny its substitution to the performance of the contract. The agreement to deliver the stocks and bonds was the promise of the new company and was a sufficiently valid consideration.</p> <p>3. Limitation. — The resolutions of the new company were reduced to writing, signed by the president and secretary of the company, with the seal of the company, a copy of which, attested and signed by the „ secretary, was delivered to the vendor, and by him placed on record. The resolution constituted a contract in writing, within the meaning of article 3205, Revised Statutes, on which an action might be brought at any time within four years thereafter.</p> <p>3. Same. — Such a resolution is a contract in writing, within the meaning of the statute of limitations, when it shows from its terms that it is intended as the final acceptance of a previous agreement.</p> <p>4. Assignment of Choses in Action. — A partial assignment of a chose in action is good in equity, though the legal title remains with the assignor, and such holder of the legal title may sue thereon in his own name. The equitable owner is a proper but not necessary party, unless the debtor have som