9 Ind. 488 | Ind. | 1857
The complaint charges that Clem, who was the defendant, on the first of August, 1854, made an agreement in writing, as follows:
“We, the undersigned, agree to pay 50 dollars to the president and directors of the Newcastle and Danville Railroad Company, for each share of stock annexed to our names, subject to the assessment of the board of directors, not exceeding 5 per cent, of the amount subscribed every sixty days. No assessment except 1 per cent, to be made until the subscription to the capital stock of the road amounts to 600,000 dollars. These subscriptions are made on the condition that the road runs through, or within a half mile of, the original plat of Covington, Fountain county, Indiana. One per cent, due on subscribing, or on demand.”
To this agreement, the defendant subscribed his name, and opposite thereto annexed, “ Teh shares, 500 dollars.” It is averred, inter alia, that at a regular meeting of the board of directors, held on the 4th of April, 1855, it was ordered that 5 per cent, on the amount of stock subscribed be paid on the 15th of May, then next ensuing — that being the first assessment — and that each stockholder be required, every sixty days thereafter, to pay 5 per cent, on the amount subscribed, until the whole is paid, — of which the defendant had notice, &c. And that on defendant’s subscription
The defendant answered. In his answer, he says that immediately before and at the time he signed the agreement, John Briar, the company’s agent, who was then soliciting subscriptions for stock, stated to him, defendant, that if he would subscribe, he would not be called on to pay anything until the road was laid out and worked on in the county of Warren, through which it was to be located. He avers that the road had not been worked on or laid out in said county; that he, defendant, relied on the agent’s statement, and was thereby induced to sign the agreement; that the statement was false and fraudulent — was made for the purpose of defrauding the defendant, and inducing him to make the subscription. Demurrer to the answer sustained; and final judgment for the plaintiff.
As a general rule, a party who has been induced to execute an agreement, by reason of the fraudulent representations of the other party, may set up such representations in bar of an action on the agreement. But this rule is subject to various exceptions; and one of them occurs when the representations, though false, relate to the legal effect of the instrument sued on. Every person is presumed to know the contents of 'the agreement which he signs, and has, therefore, no right to rely on the statements of the other party as to its legal effect. Russell v. Branham, 8 Blackf. 277.—Starr v. Bennett, 5 Hill, 303. Here, the agreement is sufficiently explicit. It says that no assessment's shall be made until the subscription to the capital stock amounts to 600,000 dollars; hence, the agent’s statement that defendant would not be called on to pay until the road was laid out and worked on in Warren county, could have been nothing more than a mere expression of opinion; and though intended to deceive the defendant, it was not, in point of law, adequate to that purpose; because the instrument to which he1 signed his name authorized the company to make and collect, assessments at any time after a certain amount of capital stock was subscribed.
The judgment is affirmed, with 5 per cent, damages and costs.