| Ind. | May 31, 1856
Suit upon a promissory note, which reads— “ Nine months after date, due Ezra Ferris, or order, one hundred dollars, for value received, this 11th day of May, 1846. Stephen Ludlow.”
The defendant answered, that simultaneously with the note, was executed this instrument: “This is to certify, that I have this day sold to Mr. Stephen Ludlow forty shares of stock in the Lawrenceburgh Bridge Company, at five dollars per share; but if the company should reduce the amount of the old stock, then I hereby bind myself to account to the said Ludlow for the amount so reduced. Witness my hand, this 11th day of May, 1846. Ezra Ferris.” And he averred that the old stock had been reduced to an amount equal to that of the note.
Replication in denial. Trial, and judgment for the defendant. The evidence is upon the record.
' The plaintiff attempted to show, by parol evidence, that the reduction of stock contemplated in the above instrument, was to take place on a particular consideration; that no reduction had taken place for such consideration; and, hence, claimed that he would not be accountable for any reduction upon other considerations. We think, under the unqualified terms of that instrument, such evidence was not admissible.
The defendant attempted to show, from the records of the company, that a reduction of stock had taken place. It appears that propositions to that effect were made, but we have failed to discover their acceptance. Propositions to reduce, do not amount to a reduction.
Nor have we been pointed to any section of the charter of the company, authorizing a reduction to be made; and without such authority, no forced reduction could take place. Angelí and Ames on Corporations, 89.
The judgment is reversed with costs. Cause remanded, &c.