Juniata sentinel and Republican. [volume] (Mifflintown, Juniata County, Pa.) 1873-1955, 1878-12-11
Supreme Court of Pennsylvania.
MCCARTHY ct al. vs.. THE SELINSGROVE
AND NORTH BRANCH RAIL
ROAD CO.

AND NOREH BRANCH RAIL-
ROAD co.
Admission of oral testimony TO add TO or
vary the terms Of written instrument.
When subscriptions are made TO the stock
OF public corporation, after its organi-
zation, conditions annexed thereto, eK-
cept Tor which the subscriptions would
not have been made, are binding and OBJ
ligatory, provided the rights of co-sub-
scribers are not affected thereby.
Ordinarily thi, is 80, though the conditions
rest in parol only.
An offer 10 prove that all the subscriptions
contained in the book offered by the cor
poration plaintiff were obtained for a
special purpose that they were to be ap-
piled to the building of a branch from the
main line road to q certain designated To-
cality, and that these subscriptions were
not TO be of force until they represented
an amount fully equal TO SCI, 600; and
that defendants and their co-srbscriDcrs
refused TO put their names to the con-
tract until they were assured BY the Pres
ident OF the Company that these provi-
sions should form a part of the terms of
the contract, was competent testimony
and should not have been excluded.
The General Railroad Act of lS49 contem-
plates notice to the subscribers to stock
of railroad corporations organized under
its provisions, of calls therefor, prior to
bringing suit for non-pay ment
Error to the Court of Common
Pleas of Snyder county.
Ibis was en- action of assumpsit by
the Sei;nsgrove and North Branch
Railroad Company, against McCarty,
Keller & Co. upon the following sub
scription to STOCK:
1--WE, the undersigned subscribers,
do hereby take the number Of shares
OF capital stock of the Selinsgrove
and North Branch Railroad Compa-
ny, shares being $50 each, and agree
and promise to pay the same at such
time or times as the company may
direct. bat not to be called for faster
than ten per cent. per month.
"Selinsgrove, December, 1873.
The Selinsgrove and North Branch
Railroad Company was Incorporated
under an Act OF Assembly of May
Sd, 1871; sometime after the com
pany had been organized Hereunder,
the defendants subscribed for twenty
shares of the capital stock OF the
company. Afterwards, on the 18th
of February, 1874, the Board of Di-
rectors met and passed a resolution,
.'to call in 10 per cent. Of the capital
stock on the 10th OF March next
and on the 9th OF March, 1876, the
following resolution was passed: "On
motion, the resolution passed Febru-
airy -, 1874, be so altered as to read
as follows, being = trne meaning OF
the resolution: That 10 per cent. of
the capital stock be called in on the
10th day of March next, 1874, and
monthly thereafter" Plaintiffs did
not prove any notice personal or by
publication prior to the bringing of
the suit. Upon the trial plaintiffs
proposed to show that the secretary
in recording the minutes of the 18th
of February, 1874, In relation TO the
calling in of the stock Subscriptions.
omitted by mistake to enter the words
and monthly thereafter in the res
olu.ion as it appears in the recorded
mil.utes, and that subsequently to
the meetirg on The 9th of March,
1876, the resolution as originally
passed by the Board Was ordered to
be corrected upon the minutes. and
was so corrected by direction of lhc
Board
Offered for the purpose Of show
ing the call as it was made, and that
it does not appear correctly in the
original record of it. Objected to.
The Court: "The object of the evi-
dence is not to overthrow a written
contract between the parties by parol
evidence, but it is simply to show the
resolution as actually passed by the
Board, and that the Secretary made
a mistake in transcribing it, and to
make the minutes to conform to the
actual fact"
Evidence admitted; defendants ex-
cept; first assignment of error.
Defendants offered to prove that
all the subscriptions contained in the
book offered in evidence by the plain
tiffs, of which the subscription of the
defendants is ore, were obtained for
special purpose that it was to be
applied to the building of the road
between Selinsgrove and Burns juno
ton, and that none of the subscrip-
tions were to be paid until $4,000
bona file subscribers were obtained,
and the money to be raised and the
subscription was to be applied to
the building of the road between
the points above specified; and at
the time it was then and there stated
! to them, the defendants, that the said
subscriptions were to be of no force
or effect whatever unless the sum oi
$4,000 of good and valid subscrip
tions were first had and obtained
and that the said subscriptions were
obtained by VIM. A. Meeker, the pres
ident of the company, and that al
that time the subscriptions were
signed by the defendants, they OBJ
jected to signing the same because
the above stated stipulations were not
contained therein; that the said VIM
A Meeker, president of the said road
then and there assured the said de
PENDANTS that it was an omission, and
that the said subscriptions should be
treated in all respects as if it con
tanned the said above stipulations
and that it was upon these assurances
that the said defendants then and
there executed the same.
To be followed with proof that the
sum Of sec, 900 good and valid snb