41 P. 164 | Or. | 1895
Opinion by
The only question here is whether the defendant I. Bloch is liable as a stockholder to the creditors of the corporation. The facts are that prior to August, eighteen hundred and eighty-eight, certain citizens of Baker City, desiring to organize a corporation to furnish the city and its inhabitants with light, circulated a subscription for stock in a corporation thereafter to be formed for that purpose, and Bloch signed the same for twenty shares of the par value of fifty dollars each. After one half of the capital stock of the proposed corporation had been thus subscribed, and on the sixteenth day of August, eighteen hundred and eighty-eight, articles of incorporation were regularly executed and filed. No formal stockbooks were ever opened or stock subscribed other than as above mentioned, but on the twenty-fifth of August, eighteen hundred and eighty-eight, a portion of the signers to the preliminary stock subscription held a meeting by the written consent of the others, and elected a board of directors for the corporation, and completed its organization. Bloch was not present at this meeting, but was one of the consenting parties. Subsequently his name and those of all the other subscribers to the preliminary agreement were entered as stockholders upon the stock journal and ledger of the company by its officers, and on the twenty-first of November, eighteen hundred and
But it is said for the defendant that the preliminary subscription and his consent to a meeting of the stockholders for the election of directors were each signed by him some months before the articles of incorporation were executed or filed, and that before the formation of the corporation he notified Messrs. Parker and Hyde, the promoters thereof, that he could and would not take any stock in the proposed corporation. It seems to be agreed that Bloch did seek to be relieved from his subscription a short time after it was made, and that the two principal promoters of the enterprise, who afterwards became president and secretary of the corporation, consented thereto, and agreed to divide his stock among the other shareholders, and for that reason no call was ever made upon him by the company for the payment of his
In Hawley v. Upton, 102 U. S. 316, the rule is thus stated by Mr. Chief Justice Waite: “It cannot be doubted that one who has become bound as a subscriber to the capital stock of a corporation must pay his subscription if required to meet the obligations of the corporation. A certificate in his favor of stock is not necessary to make him a subscriber. All that need be done, so far as creditors are concerned, is that the subscriber shall have bound himself to become the contributor to the fund which the capital stock of a corporation represents. If such an obligation exists, the courts can enforce the contribution when required. After having bound himself to contribute, he cannot be discharged from the obligation he has assumed until the contribution has actually been made, or the obligation in some lawful way extinguished.”
The original stock subscription was not produced on the trial, having been lost or mislaid, and hence we do not have its date, if it was dated, to aid us in determining the time at which it was signed, but must determine this question, as well as the time of Bloch’s attempted withdrawal, from the indefinite and shadowy recollection of witnesses, and the admitted facts and probabilities of the case. The defendant testifies quite positively that he signed both it and the consent to the stockholders’ meeting in May or June before the organization of the corporation, but the weight of testimony is against him on
Affirmed.