69 Iowa 683 | Iowa | 1886
The plaintiff was incorporated on the eleventh day of June, 1884. Its articles of incorporation contain the following provision: “The capital stock of the organization hereby created is fixed at sixteen thousand dollars, divided into shares of one hundred dollars each, all of which has been subscribed for, and are payable at the- call of the directors of said company, and as provided in said subscription.” There were six incorporators, and, as we understand, those six persons had subscribed for all of the stock, but defendant was not of the number. It is alleged in the petition that oil the twenty-third of July, 1884, defendant subscribed for and agreed to pay for fifteen shares of said capital stock, and that such subscription and agreement' were made with the officers, directors and stockholders of the corporation, and at a meet
When plaintiff’s evidence was closed, counsel for defendant moved the court toodirect the jury to return a verdict for him on substantially the following grounds: (1) That the allegation in the petition that defendant had subscribed for and agreed to pay for the stock is not supported by evidence of a parol agreement by him to take and pay for the same; (2) that the parol agreement to take and pay for the stock is invalid, and cannot be enforced; (3) that the articles of incorporation show that all the stock had been taken before the alleged agreement with defendant, and there was no competent evidence that any portion of it had been surrendered,- or that the corporation could then enter into a valid agreement for the transfer of any portion of its stock to him. The court sustained the motion on the second ground, and overruled it as to the other grounds.
It is to be observed, however, that the holding in each oí these cases is based very largely upon provisions of the charters of the corporations, or of some general statute governing the question. It is not claimed, however, that there
There can be no doubt that, under our general statute governing the organization of such bodies, they may, by express provision of their articles of incorporation, clothe themselves with power to contract in that manner, or they might provide that they should be bound only when the contract was entered into in writing. But when no provision or limitation on the subject is made, and the object is one concerning which they have power to contract, it follows necessarily, we think, that they may contract in either manner, as may be determined by the incorporators or directors. The ability to do this is necessarily incident to the powers with which they are vested under the law. We think, therefore, that the cir
Reversed.