Chandler v. Northern Cross Railroad ( 1856 )

Skinner, J.

This was an action of assumpsit, to recover the amount of certain subscriptions of the defendant below, to the capital stock of the ¡Northern Cross Eailroad Company.

The first two counts of the declaration are special upon the contract of subscription, and the others are indebitakis counts for subscription moneys due, and so forth.

The defendant pleaded the general issue, and sixteen special pleas, to eleven of which the court sustained demurrers, and issues were joined upon the other pleas.

The pleas to which the court sustained demurrers, without entering into a labored investigation of them, we hold defective, either in form or substance; and to the counts of the declaration we can see no substantial defect.

The charter of the company, under which the subscriptions were made, does not require the payment of five per cent., or any other amount of subscriptions, at the time they are made. The subscriptions were, therefore, valid, without payment of the first installment.

It is not necessary to the validity of the subscriptions, that the company should have delivered to the defendant certificates of stock; and it is not alleged that they have refused to do so upon demand. The pleas alleging that the defendant was never a stockholder in the company, if good in substance, amount to the general issue, and were reached by the special demurrer interposed to them.

The company are authorized, by their charter, to mortgage, pledge, or convey by deed of trust, the corporate property, to raise money to carry out their enterprise; and the defendant cannot avoid his subscriptions because the company have done what they were empowered to do by the law under which the subscriptions were made. ¡Nor is it any defense to the action, that after the subscriptions, the board of directors adopted a by-law requiring payment of the first installment on stock, to entitle the stockholder to vote at corporation elections.

At most, it is but a regulation of the corporation, which it is not alleged they have enforced by refusing to permit the defendant to vote; and, if an excess of power, he has other remedies for redress, or against its enforcement.

These questions dispose of the pleas to which demurrers were sustained.

The instructions are no part of the hill of exceptions, and, therefore, are not considered; and the evidence is sufficient to sustain the verdict.

Judgment affirmed.