Nashville union and American. [volume] (Nashville, Tenn.) 1853-1862, 1858-07-07

Opinion of the Supreme Court of the state
of Tennessee, delivered at jackson, at
April Term, 1888.
The Mobile and Ohio Rail Road Company John YaHdei.
The defendant with many others subscribed his
name to this wiring:
ave the undersigned, agree to take the following
No. of shares in the NJ. & D. Rail Road Company"
To this defendant signed his name or authorized
il to be DONE for one share. By the Alabama char
ter, which was adopted by our Legislature, the
price Of a share is fixed at one hundred dollars The
proof shows tJat public meeting was held in Tren
ton speeches made, for the purpose Of slIriPg
up the people to Of their interests in en-
cOuragng The road and contributing to its success
by taking stock in it,. The defendant ordered his
name to be entered for one share, and large
amount was subscribed by others. This list was
handed over to the agents or officers of the corpora
tiOn, and each mans name entered upon the books
of the Company, and regular, calls made upon them
as stockholders. Upon this state of facts the de-
fendant has succeeded in defeating The plaintiff
before the Justice Of the Peace, and In the Circuit
Court Were these judgments right? Let US see.
The court . ged the jur. [, that no recovery
could be had upO4 exhibit A, under the oircum-
stances for Of sufficient promise, or sufficient
consideration and Of mutually Of obligation. This
is the whole charge aud it is certainly guile sum
mary an oisIve. We think it is erroneous.
LIS agree nent in writing to take the amount of
stock subscribed by each, that is the defendant
obligated himself pay hundred dollars towards
the construction of the road as it might be called,
under the charter, and for which the charter made
MIN stockhOlder, with an interest to that ex ent
in the road. The certificate for share to which
he would be entitled from the Company would be
evindence of this but that could only be demanded
after the money had been paid, and could not be
regarded as a condition precedent to the payment
the subscription. His right 10 the stock would
be as good Without as with the certificate.
Ii may be true that these subscriptions for stock
we're made upon a voluntary movement of the people
and not TO an authorized agent Of the corporation
and if that were so, there would be nothing needed
10 make them binding, but adoption by the plaintiff,
and that was done in this case. So if il only be
regarded as proposition to take stock construed
by the defendant, and not Withdrawn before accept
ance, il would be obligatory. In such q case some
act of sdoption or acceptance would be necessary.
The entry of the name Of the defendant upon the
stock book, Of the company, sufficient act for
that purpose, and closed the contract by which the
defendant became bound TO pay $lOO, and the oOm-
pany to give him share Of stock, with all the
powers and privileges of member Of the Company
This then was a promise, consideration and
mu.uality Of obligation.
Ii is objected, that the agreement is to pay the
IN o. Rail Road" instead Of the "hObile and
Ohio Rail Road Company" (the charter name
This abbrevaon cannot affect the case, as II is az
well understood by Ihst as if written in full by the
parties TO it. and by all others. There is no uncer
tainty in it, and it cannot defeat the subscription
particularly after the ratification Of the Company
intended without objection the part Of the dsien
dant ..
Contracts are entered into by these companies on
the faith of subscriptions Of stock, and they shOulC
not be too easily avoided. They voluntarily
made, but when made, must be paid, unless there il
some clear legal defence. ...
The defendant is therefore bound TO pay. Judg
ment reversed and cause remsnded for q new trial
CARUTHERS.
/ Test: NJ. D. WEIGH, CLERK.