Daily Kennebec journal. [microfilm reel] (Augusta, Me.) 1870-1975, 1923-12-14
FOR LOCAL DRUGGIST H.
IN CuLLINAN CASE--KENNEbEC q
HOUSING CO. GIVEN JUDGMENT
FAYORs, HOUSING CO.

Their law Court Thursday handed
down a rescript in the case OF. the
kennebec Housing Compcny VS.
Charles w. Barton, Henry j. Collins,
Ernest L. Cove, Edward l.. Grondin
and Edmond D. Noyes. giving judge
ment for the plaintiff. for the amount
of the subscription, with interest on
one fourth thereof after 10 days
from date OF the subscription. and
on the balance from Feb ~, 1920.
The, rescript which was drawn by
associate Justice John A. Morrill, of
Auburn, Is as follows:
Although the word purchase" was
used in the instruments signed by
defendants, the transaction is not to
be construed as q sale, but as 2
subscription to the capital stock. It
was so understood by the parties.
The instruments, on which these
actions are based, are not mere
naked subscriptions: they are con-
tracts made between the corporation
soliciting the subscriptions. and the
signers who expressly promised un-,
conditionally to pay for the stock at
it's par value.
Such promises once made are
binding, and the promissors cannot
IlOW lhtOhS COHulIlOAOp kllCAS ~ o0A-
ficient consideration in the obliga-
ton of the company to deliver the
shares.
Acceptance of the subscriptions, If
necessary, may be inferred. Where,
as in the instant case, the corpora
ton solicited the participation OF
each defendant in the enterprise, and
each defendant accepted the offer of
shares, and expressly promised to
take and pay for specified number.
the elements of mutual assent and
consideration were present and the
contract was complete when the So
called pledge card" was signed and
delivered~to the solicitor authorized
to receive 1t.
When Wffers to receive subscrip-
tons are made by the company. &C
copied by the persons to whQm the
offers are made, and an absolute.
unconditional subscription for a def
mite number of shares is made by
each subscriber, with an express
promise to pay the par value of the
shares, an allotment is not expressly
or implicitly required.
Upon the issue of fraud and mis-
representation of the part Of plain
| tiff, it is incumbent on each Defend
ant to prove that he signed his con-
| tract relying upon representations OF
existing facts, material to the sub
| ject matter of the contract, made by
authorized agents of the plaintiff;
that such representations were false
to the knowledge of the party maxi
| ing them, or, being susceptible Of
knowledge, were stated as true; that
the representations were made to in
duce each defendant to subscribe,
and, that each defendant relied upon
the. representations, in making his
! subscriptions.
/ Mere promissory expressions and
predictions, conjectures or other
statements as to the future. and fu-
/ ture policy of the corporation not
determined upon, are not sufficient
to sustain the defense.
A rospectus issued by the authority
of the officers of the corporation may'
! be relied upon by a person In sub
scribing for stock, and if it contains
/ a false representation, and the sub
! scriptfon is made by reason thereof,
such representation is binding upon
the corporation: but in this class of
| instruments some high coloring and
, exaggeraSlon is allowable.
| The principle that the alleged mis-
. represent btion must relate to exist
| ing facts, and not matters Of opinion.
i belief or Judgment, applies to a
| prospectus; and if it's language fair
ly construed in the light of the at
| tendant circumstances known to. or
I open to the knowledge Of, the parties.
imports only the opinion or judgment
of the officers. it is not available to
! defeat the subscription. \
. Although the language used refers