Giroux Amalgamator Co. v. White ( 1891 )

Strahajt, C. J.

The complaint is given in its entirety not “as a pattern to imitate, but as an example to deter.” (Junius, XII Letter.) I have read it many times for the purpose of discovering somewhere, if possible, in its prolix statements, the ultimate facts constituting plaintiff’s cause of action, required by the code to be stated, but am compelled to abandon the quest as useless. Grains of wheat cannot be gathered from such a mass of chaff.

The pleader, after showing the corporate existence of the plaintiff, alleges that the defendant was, on the first day of April, 1890, a resident and property owner of Baker City, Oregon, and was desirous of inducing the plaintiff to locate its works in said Baker City, and for that purpose, and to become a stock owner in tbis company duly subscribed for seven hundred shares of the paid-up, non-assessable capital stock of the Giroux Amalgamator Company, and promised to pay the plaintiff for said shares the sum of fifty cents per share, and the aggregate sum of three hundred and fifty dollars.

It is not perceived that any legal conclusion or result is deducible from the statements that the defendant resided ¿n Baker City, or that he desired to induce the plaintiff to its works there. Equally unsatisfactory is the de-¡S"ion of the character of stock for which the defendant subscribed. Under the laws of this state, corporations issue no stock of the description given, but the defendant’s promise to pay for it at the rate of fifty cents per share might aid the plaintiff were it not for the statements made in another part of the complaint modifying this promise. The next allegation simply places the defendant’s notes in the hands of his agent, the First National Bank of Baker City, and the fact that they were made payable to the bank was of no consequence as long as the bank held them as the defendant’s agent. Nor does it aid the plaintiff “that the sums of money set forth in said notes and to be paid as aforesaid were to be paid for said shares of stock so subscribed as aforesaid.” It does not yet appear that said notes were to be paid “ as aforesaid ” or otherwise.

The agreement between “ J. H. Parker, the cashier and the duly authorized and acting agent for the defendant herein, and acting for the defendant herein, together with one C. W. James,” did not bind the defendant so far as appears from the complaint. It was Parker and James who “ entered into a written contract with the plaintiff for the defendant.” The defendant must have contracted before he could be bound. It is true, he might do it by one or more agents, duly authorized for that purpose, but it must purport to be his contract and not the contract of such agent. But waiving this objection, the promise was, that said notes should become due and payable as specified in this alleged contract. It in no manner changed the plaintiff’s relations to the notes. They are still held by the bank as the defendant’s agent, “ and now are in the possession and control of the defendant and his agent.” Besides, this is not an action for damages for a breach of said last-named agreement, but for the recovery of the amount due for stock subscribed for in the plaintiff corporation. But the complaint leaves the question in a state of ^ uncertainty as to how much the defendant was tcT\ each share. In one part of the complaint, it is “thtf_ of fifty cents per share,” and in another part of defendant was to have “ one share of stock for each dollar so paid.” No court could very safely proceed to judgment with judicial certainty on statements like these.

We find no error in the judgment appealed from and the same is affirmed.