Richmond dispatch. [volume] (Richmond, Va.) 1884-1903, 1890-04-15
RIGHTS OF STOCKHOLDERS.
AN Interesting Decision in a staunton
Court Against Richmond Plaintiff.
xc..--.a..o,hnn..o Of ti,a Rirh rnnnd NIsnn.ch.l


Court Against q Richmond Plaintiff.
Correspondence of the Richmond Dlspn;ca.l
STAuNroN, April IL. 1890.
There were fourteen cases on the DOCKET
of the Corporation Court, IN when the
Edmondson Bailway-Gate Company, OF
Richmond, brought suit against SUD
scrbers in Stanton. The decision OF the
court in the case tired is as follows:
This is the case OF party promising 10 sub
scribe 70 the stock Of n company not at the time
chartered out 20 be chartered, Tor certain pur-
poses set out In the subscription paper. now
the purposes set out and the terms pfescrloeo
fix the liabilities OF the subscriber, aud wnen
such purposes and terms are incorporated IN
the charter, and the subscriber has been re-
csiyed, by being enrolled upon the stock ist or
ledger, the contract Is complete and can Do
enforced by the COMPANY against the subscriber
for his subscription, and ny the suD5criOer
against the company for his stock upon pay
ment OF said subscription. Outside OF slch pur-
poses and terms. and boyond them. there is no
contract at sll--wanting the consensus forming
the basis OF all contracts.
The promiro made by the subscriber In this
case was to take and pay for certain sharesin
Joint stock company 20 be formed "for the pur-
pose OF procuring patents for and otherwise
utilizing and realizing from the Invention OF (.
l.. EdmondsOn OF railway gate tor lise upon
csttle-gusrds, "a set forth In his specincauoLs
and drawings on file In tho Patent once az
Washington, in countries other Than the United
states," and upon certain terms succinctly set
out in the same paper.
Now, n the charter Of the company docs not
materially change these purposes ami terms,
and the company by its action has made known
their acceptance OF the defendants subscrip-
ton, then the defendant IL bound: but II tho
purposes and terms upon which the subscription
was made are materially changed, or the plain
tiff company has failed " accept the subscrlbcr
as stakeholder by carrying him upon iIs et0cs-
lists or ledger. then there must be judgment Tor
tA4n tn I'm.
his right to object either expressly or by impll-
cation
An inspection OF The subscrip' ion-lis,s and the
charter Will disclose very material varla-
tons, both IN the purposes and the terms. Has
the defendant waived his right TO object 10
these. Certainly not expressly. An Implied
waiver may be held from any payment with toll
knowledge OF bis defence, or by any action inii-
eating a clear intent to abide by, or accept, or
pess over an objection which he might make.
There "a nothing In tho conduct or language OF
the defendant. giving grounds for any such opin-
ion. On the contrary his language TO the secre-
tary of the company was that he did not Intend
10 pay.
IL is earnestly contended that the defendant In
this case is estopped from his defence; that the
plaintiff company should not nave judgment
against him because the company Is similar in
many particulars and IL composed OF many OF
the subscribers to the paper upon which de-
PENDANTS name Is signed. The variations are so
material as TO mako ii, in the opinion OF the
court, An entirely different company from the
one contemplated In the subscription paper. and
therefore the defendant was In 10 senses bound
10 notify 1t OF his want OF intention 10 pay any
subscription TO II, AS he had made none, aud
there was no privity between them and no obii-
CATION flowing from him.
With these views II will be unnecessary 70 90
into the questions so earnestly argued as TO dif-
fereDt proceedings and liabilities OF subscribers
under legislative aud judicial charters. nor
whether Mr. sol Hutchngs and others were or
were not stockholders IL The plaintiff company.
Upon tho whole there must be Judgment for the
defendant.