New Orleans Republican. [volume] (New Orleans, La) 1867-1878, 1874-04-12

J ant, and whether or not one OF the clause
of the said power of attorney, granting Il
"P. Malard, Jr., power and authority for 2
Malard, and in his name and behalf, and t.
his use, 20 conduct, manage and transact al
and singular his affairs, business and con
Germs in this State, of whatever nature OF
kind whatsoever" conferred such authority
Neither is it necessary to advert to any al
legged informallty or irregularity of the pro
ceedlngs of the incOrpOratOrs previous to
or subsequent to the adoption of the char
| ter and the subscription to the stock, as
| Stunning such allegation to be true, an as
| sumption, in my opinion, which is not war
ranted by the testimony of the record.
| The defendant admits that he subscribed
| to fifty shares OF twenty-five dollars each,
| Tor the formation and incorporation of an
tel Association Having subscribed before
| the organization of the proposed joint stock
| company, his subscription raises mutual
| ity in his contract which makes him liable
| to the company after incorporation. The
defendant being partner in an intended
undertaking. subscribing an agreement to
! take measures to carry out the same, can
not discharge himself of liability, or repu-
date the concern to which he thus pied ed
himself, and afterward, when an act of In
corporation was signed and perfected by
the other stockholders, by which certain
obligations are created, he can not as such
original subscriber, be exonerated from the
liabilities imposed by the charter, bv having
during the progress OF the incorporation,
renOunced all further connection with the
undertaking.
If his name had never appeared in the
charter, such circumstance would not have
the effect of disengaglng him. Such is the
doctrine laid down by Baron Richards in
his opinion in the case of kidwell Canal
Company VS.. Raby, p. Price, SO. The same
doctrine was also maintained by the Su.
preme Court OF Alabama in the suit emit
tied Selma vs. Tennessee Railroad Com.
pany, Ala, 70. in which the court cited the
above case.
The law is well settled that the obliga.
ton of actual payment is created in all
cases by a subscription to a capital stock,
unless the terms of the subscription are
such as plainly to exclude it.
Besides, subscription being contract,
one subscriber can not revoke it without the
consent Of the other subscribers. A sub
scription for shares in the joint stock of an
Incorporated company Is Il contract, and
the interest thereby acquired is a sufficient
consideration to enable the company to sup
port an action against the subscriber for a
recovery OF the amount subscribed.
Now, in regard to that portion OF the de-
tense based on alleged Irregularities and
omissions on the part OF the organizers of
the said association, little need be said.
Whatever those irregularities might have
been, they could not operate to cripple the
said corporation and prevent it from col
lecting subscriptions for the payment of the
creditors who trusted it in good faith
An individual having subscribed for the
stock and assisted in the organizations of a
under statute authorizing the
formation of companies. to construct plank |
roads, can not avoid the payment of the
stock subscribed for, upon the ground that
the company was not organized in strict |
conformity 10 law. Central Plank Road |
Company vs.. Clemens, IL No., 359
Ii it be urged that the subscription paper |
signed by the defendant was signed before |
the company was Incorporated, and was,
therefore, contract only with the individ- |
tial subscribers, the answer to that is, that |
the act incorporated all who might after
ward associate, as well as those who had |
then been associated.
The defendant in this case having, with |
several other persons, embarked in tie en-
.erprise of founding the corporation which
s plaintiff herein, it is but right and lust
,hat he should be held to the other subscri-
,ers for lair apportOnment Of the ex-
Denses.
1t is not unjust, If {. majority of those who
associate should determine to complete tine
inject. that these in whose promises they
,ontide to bear their proportion OF expense,
Should be compelled TO pay.
W wherefore, let there be judgment in ac-
'ordance with the prayer oi plaintiff pcti-
ION,