Brownlow's Knoxville Whig. [volume] (Knoxville, Tenn.) 1866-1869, 1866-08-08


uusnt upon which this suit is founded. oueos a..
contained this provsOn at Is however dsess
stood that the subscription Be void unless saa under
about the mouth Of BuaO Branch on Harpeb
nit Of Tennessee ridge By way Of Turnbu Beaver p
road shall be located the Harpeh TurnbulI %
inc parties used the term located in these contracts in
70 the then existing state Of things which ba-
been above detailed The parties entered the contra
ne ooee and from the motives indicated by that exist
as thhgs without engaging TO locate its upon
ms route the company could not obtain subscriptions OF
winch 70 build u through that portion Of the
me oIneI route was through region Of country
poor 70 furnish the necessary subscription for its
panys part Isaac Jones would not beeoe subscribor To-
since the location Of the upon this route opv
tsses and enhance their value mere asoIution oF ,5o
board Of directors Of the Company TO locate is road mon
and through the forge Isasc Jones II World me-
waSt something being Done secure TO hin
ny unQuestionably knew entered into tbs We Sli
something than re.ontion 81 late % mean
tors the road should bs located on tb oi UITec
something more was as clearly demonstrated v The
state Of things in reference 70 which the term
used and the object and motives with from s tb
parties entered into these agreements that the road % ~
built and constructed this route. In view on ~
sense Of the WORD locasS a. qd IN hee contracts
ed in reference the location of railroads. ars o.
sense the manifest intention OF the parties wasn these gree
ments, TO and they did use IT, IN its common aud
which when applied 20 the location Of this part Of
the line Of this railroad TO build and eonruet the road upon
the stipulated route.
told T She term locate had when used in reference 70
ting railroads. acquired artificial or technical
Board Of Directors the line Of the road
then the parties would be presumed to have it in that
There is in Of these contracts as seen an e1
press provision that unless the company located built
sTPOn Is to be Void and tho provision in the other
when taken in connection Herewith, must both being he
tween the same parties as to the subject matter and for
the purpose, be understood substance and i
10 ba RAD
stood and considered contract as thew we're bv ~
court below So viewed the condition annexed to tho nb
scriptions themselves, which upon the
the viola ton Of the condition 10 be void Tb ON
as any right to regard hold ntesate Isaac on
As one Of its stockholders and the Obligation Of
tneSe contracts against him as stockhodeF construed q
build and construct the road upon the stipulated routs and
its failure to enforce il violation condition the
subscription became Vod all right Of the company against
him founded them ceased and then accrued 10 h b
pau upon the alth OF the companys the
construction Of the road the agreed rouesGcb no donnie
authorities be the rights Of Individuals who had entered
an agreement with like condition. which ono Of them b,
the rule In this respect governing the and ~
the rights Of individuals should apply govern The
contracts Of corporations With individuals their rights
under such contracts against individuals and latter
by the ecs Of the major part of the corporation o duv
appointed organs, Board Of Directors, within
the scope OF is powers and purposes does Ute
why these rules of law to conditional G. ntrat
should not equally apply 70 corporaons md i1iiv5t
corporations like the present accept conditional sub
scrpons to its stock and consequently conditional shareo
ders for members For the conditional either
sockholder and member Of the company if the
ton precedent and performed, to De
stockhoder on violation Of the condition.
tbs condition subsequent one and violated after Tho
payment Of calls exercise by the subscriber the rights
member, and the conditional subscriber having been
sockholder and member of the company having Ceased
be the violation of the condition. rule Of law
10 to Il.
One party bound as well BY the rule OF moral right as OF
law to keep perform his contract with another the
in which he knew the time Of entering into other IN
derssood the Chty Contracts There car
be no doubt that the company when entered into these
tracts with Isaac Jones' knew that he understood them
make continue him stockhosr of tho company only upon
the express condition that the company should build and
the the stipulated only be
suffer IL then under the plea Of his being stockhoer and
bound by the action of the board Of directors change
and to him, q stockhoder would b sanction aud
sustain its direct and paPabe violation Of the Of
practice fraud upon him The party who makes repre-
sentaon which another acts IS bound both law
equity make such representation good and the prn
cipe pEecudes party from any right Of recovery when be
And clearly this when the locate used
in these contracts TO build and construct the road follows
that so much Of the charge as held the change Of the rule
the road Jones his subscription
the law Of the before the il thai
the action of the oyerrung the demurrer the dc
the third and fourth replication painth
and sustaining these replications.
The third and fourth pleas Of the defendants tie
of the change OF the of tho stipulated
route sought the calls paid by ntesato
actions The replication admits tho change
route but that when the plaintiff about begin
the of that part Of the road discovered
better and cheaper route for that part Of the
that new route upon the road in course Of
that the plaintiff had violated the condition upon pera
bound perform part Of the ccptrrt
and showed valid ground Of defence against tho
respects be such would ente the defendants TO recover
upon these pleas The demurers ought therefore have
been sustained and if the plaintiff had ground
for defense against the pleas tbs plaintiff permitted
self of such other ground Of defense sufficient replication
he
Of Isaac Jones for insisting upon the condition of tho sbp
ton agreement to the stipulated route enhance the
by him. the company in good aitb
intended to build the road according the condition
doing what could towards the Of that OBJ
jeet it had the 60 but before il had tho
ability to accomplish Jones died and heirs sold out and
cut and den1ded themselves their company
the letter. would NOT De rom the spirit OF the contract
would operate TO discharge Jones from the payment
pany and Isaac Jones that unless the road was
constructed upon the stipulated route the ubscrptfon
the administrators JONES' another contract bci
is that in the conceded Of company having dber
with their ntestate, the company should absolvsd from
the obligations Of its original contract, and from legal
tive for insisting tho condition the stipulated routs
Of the road enhancement Of the value Of his
and because his heirs who
parted with their interest IN tbs land the violation
the condition The original parties had any
to the recovery Of damages r violation
dton Tbs express and positive condition Of their
upon violation the subscriptioa agreeen5
themselves should be void leaving the law 10
their respective rights against each other settled
rules Of law the administrators of Jones that
the right defeat any recovery against them upon the an
nud contract and also the what had been
paid thereon before the company avoided them
contract made for them dsned them only these rights
but redress whatever for the admitted violations Of
conditions of the Both corporations and ndvdu
ais have the legal right to mako their contracts
Courts have right make them The anc.
ton Of the Court TO the parties and
when construed and their meaning ascertanef 10 enforce
them as made lbs correctness Of this last proposition
charge only be sustained by the BY the
OF the power under the guse OF constituting tbs express and
positive CONDITION OF the contract OF those parties according
which the assumed spirit make contract for
the company and the administrators. thing not
thorized either by principle authority
any which proof OF the sense of term used in con
may be admitted before jury and in which cont
may question sense Of the terms TO tbe
cate and location which have long used in
other States and have aou;rsJ
used in those laws, fixed Specification. they have been
used regard to railroads from the introduction of MS
species OF highways 10 England and in this country and If
either Of the its by the gathered from
it learns and knows the Of ell other terms n
IS not competent TO admit evidence before jury 20 its
sense whether ~ DC common and popular technical and
artificial and if in this testimony purpose had
been admitted its admission would have been
But the bill of exceptions disclOscs much proof the
points only noticed the admission ncompe
evidence upon another trial since the charge the bill
Of exceptions would indicate that in
such evidence competent Judgment of the
below will be reversed and remandsd for another
trial according the Law of the that opinion
D. CAMPBELL, Special Judyc.
Attest: JESSE G. FRAZER, CLERK.
JAMES MASON ct al, rs. WI. }. WHITTHOKNE.
On the 9TH of February 1885, James Mason al
ct al asking among other things, for the sale Of ani
for the purpose Of distribution ths cOmpanans and
During the progress tho WitthOrns the then Cer
and Master of the Court directed by decree in the
to sell lands take notes from the purchasers &c. which BE-
did After portion purchase money had collect
ed by him, he by Subsequent decree pronounced in tL