133 Ky. 596 | Ky. Ct. App. | 1909
Opinion of the Court by
Reversing’.
These three appeals, involving the same questions of law, will be ’disposed of together.
In July, 1908, the appellant company, which wias «ng'aged in erecting creamery or butter factories, sent one of its agents, to St. Marys, in Marion county, for the purpose of interesting the farmers of that community in establishing a factory. The. agent was successful in securing 55 persons to subscribe for one share of stock each of the par value of $100. The
On September 1, 1908, the manufacturing company executed the following additional Obligation: “The Chicago' Building & Manufacturing Company, of Chicago, Illinois, hereby agrees that it will carry out in full the conditions' of its contract made July 6, 1908, with the subscribers to the St. Marys Creamery Association and guarantees that it will collect by suit or otherwise the subscription contract amounting to $5,500.00, and will turn over to said association through its duly .authorized agent the surplus of $550.00 as a running fund, as soon as collection is mJade by said company or as soon as said manufacturing company has had reasonable time to coerce payment of said subscription list. Said manufacturing company guarantees the collection of said subscription list for the purpose of satisfying the cost of the creamery and said working fund.”
The first question raised is, Has this court jurisdiction of the appeal? It is the contention of appellees that each subscriber was only liable for the amount
In its inception, and when the contract in controversy was “signed by the subscribers, it was merely a voluntary association; but it was contemplated, and so provided in the contract, that the members of this voluntary association “will subsequently organize themselves into a going corporation to permanently conduct the creamery business as contemplated herein.” In the corporation to be organized the manufacturing cotnpany had no interest or concern. It was only interested in obtaining the requisite number of subscriptions to the voluntary association to guarantee the purchase price of the plant it proposed to erect. The whole paper must be construed as one contract, and the page containing the names of the subscribers be treated as their acceptance of the terms of the contract. We find nothing unconscionable or against public policy in this contract. The manufacturing company obligated itself to furnish for a specified sum a plant equipped according to the plans and specifications that were a part of the contract, and the subscribers bound themselves to pay for the stock they took in the association. They further agreed that, if any of them failed to play when due the amount subscribed, each subscriber so in default would be jointly and severally liable for all delinquent subscriptions. In other words, each sub
The further argument is made that the appellees had the right, lat any time before the voluntary as
The judgment in each case is reversed, with directions to overrule the demurrers to the pleadings filed by appellant and for other proceedings not inconsistent with this opinion. ,