166 Iowa 474 | Iowa | 1914
A movement was inaugurated in the city of Guthrie for the organization of a corporation to be known as
Stock Subscription. Guthrie Ice Co., Guthrie Center, Iowa. We whose names are hereunto signed do hereby subscribe in the proportions hereafter set opposite our respective names for the stock of an ice plant to be incorporated under the laws of the state of Iowa, with a capital of twelve thousand dollars, divided into one hundred and twenty shares of the par value of one hundred dollar? each, the said corporation to be located in the town of Guthrie Center, state of Iowa, and to be called the Guthrie Ice Company. Fifty per cent, of said capital shall be paid up, on call of 'the board of directors, and the balance to be paid in installments, as may be required thereafter, but no part of said amount above fifty per cent, shall be called for for a year from the completion of the corporation.
Upon these papers subscriptions were taken to the amount of ninety-seven shares, or $9,700, and the organization of the company with an authorized capital of $12,000 duly completed. Among the subscribers above mentioned was the defendant, Selby, who subscribed for five shares. Having refused to pay for said shares, and denying liability on the subscription, this action was begun to recover the first installment thereon.
The fact of the subscription is not contested, but liability thereon is denied on the following grounds: The answer alleges that the paper which the defendant signed was being circulated merely as a preliminary list to ascertain the public sentiment of the community with reference to the proposed enterprise, and ascertain if it was possible to raise the sum of $12,000 for that purpose. He further alleges that the contract was partly oral and partly in the writing signed by him, and that it was understood and agreed between him and one Harney, who took his subscription, that he was not to be bound thereby, unless the full sum of $12,000 was subscribed, and that the instrument so signed by him was to be retained by
The court’s instructions to the jury were, in effect, that the written stock subscription having been made prior to the incorporation of the company, and having contemplated by its terms a capital stock of $12,000, which amount, it is con
I. The essence of the argument in support of the appeal is: First, that the trial court erred in permitting oral evidence
It is to be remembered that the pleadings of both parties concede that the contract with reference to this subscription was not all embodied in the writing, but was partly oral, and the court should not be charged with error for trying the case on that theory.
But, if we understand counsel, it is urged that, even admitting this proposition, plaintiff was allowed to exceed the proper limit of parol evidence upon an issue of this kind and
II. It is further argued that there is no sufficient evidence on which the jury could have based the verdict in this case. This proposition is founded, we presume, on the contention of
The essential questions in the case are those of fact. The alleged cause of action and the defense pleaded thereto were each sustained by evidence on which the parties were entitled
We find no prejudicial error in the record and the judgment below is — Affirmed.