Anderson v. Scott

49 A. 568 | N.H. | 1900

While actions for fraud constitute an ancient and well recognized exception to the general rule, that other wrongful acts of the accused of a similar character to the one on trial are not competent to prove the main charge, and while, in such cases, large latitude is always given to the admission of any evidence tending to persuade the mind of the existence of a fraudulent intent on his part, yet upon the issue in the present case as to whether the defendant's subscription was obtained by Towner's fraudulent representations, evidence of similar representations made by him, at or about the same time, to other persons, for the purpose of inducing them to subscribe, was properly excluded. The only legitimate and relevant purpose for which that evidence could have been admitted was to show that the representations to the defendant were made with a fraudulent intent (Perkins v. Prout, 47 N.H. 387, 391; Lincoln v. Claflin, 7 Wall. 132, 139; Butler v. Watkins, 13 Wall. 456, 465, and authorities generally); but that issue was rendered immaterial by reason of the plaintiffs' admission "that any representations made to the defendant by Towner were made with full knowledge of their truth or falsity and with the intent to induce the defendant to subscribe." The only issue then remaining upon the question of fraud was whether the representations so made were false; because if they were, the admission established the fact that they were fraudulent. Hence, if the evidence had been received, it would only have proved what the plaintiffs specifically admitted; and consequently, even if its exclusion was erroneous, it was harmless error merely.

No error is discovered in the instructions given in respect to the capital stock. In our opinion, the defendant's contention, that contracts of subscription for stock in a prospective corporation must be upon one book, and in the same form, has no foundation upon principle, reason, or authority (1 Mot. Corp., 2d ed., s. 69; Am. Eng. Enc. Law 786); and upon the question whether the whole number of shares was subscribed for, we cannot doubt that, as against the formal subscribers to the capital stock of the corporation, an actual taking of and payment for a given number of shares by a party must be regarded as equivalent to a subscription for those shares by that party. See Chesley v. Pierce, 32 N.H. 388, 402.

Exceptions overruled.

PEASLEE, J., did not sit: the others concurred.