Underwood v. Viles

Citations

• 106 Kan. 287
• 187 P. 881
• 1920 Kan. LEXIS 505

Syllabus

<p>SYLLABUS BY THE COURT.</p> <p>1. PROMISSORY Note — Unconditional Promise to pay — May Not Be Defeated by Pcm'ol Evidence. — In the organization of a corporation, the plaintiff executed to the defendant a promissory note as payment for shares of the capital stock of the company. On its face the note was an absolute and unconditional promise to pay on demand. It was claimed by plaintiff that there was an oral agreement to the effect that the note was to be paid out of the profits of the corporate business and not otherwise. Held, that a recovery on the note cannot be defeated by parol evidence of the oral agreement or understanding, which was in direct contradiction of the terms of the instrument.</p> <p>2. Corporation — Organization Agreement — Money to be Furnished by Stockholder — Failure of Company — Liability for Money Advanced. In the organization of the company, it was understood that more money Would be needed in the business than was derived from the sale of the capital stock, and there was an understanding that defendant would furnish or borrow the additional money for the company, but there was no agreement as to how much or for how long a time he would furnish or borrow the additional money. For about seven years he borrowed or furnished money for the company in a large amount, and then refused to provide further money for the business. After that time the plaintiff borrowed a considerable sum of money to be used in the business on the credit of the company, and for which he became personally liable, but the money so furnished was not more than one-third of that which had been provided by the defendant. The company failed, and in an accounting between the parties, it is held that the amount so provided by the plaintiff is a liability of the company, and that he is not entitled to recover the same from the defendant.</p> <p>3. Contract — Planting and Cultivation of Catalpa Trees. — Agreement Terminated — Accounting Between Parties. Plaintiff and defendan