Hahn & Bro.'s Appeal

3 Sadler 10 | Pa. | 1886

Opinion by

Mr. Justioe Trunkey :

This case differs from Cornell’s Appeal in some material facts. The facts common to both are referred to in the opinion filed in that case.

Dr. Arndt paid nothing, and attended no meetings of the stockholders. He was a stockholder, having subscribed originally for shares of the capital stock of the company, and he subscribed for twenty shares of the increase, upon the parol stipulation that it was to be paid when the furnace should be put in blast. In his testimony he makes no pretense that the furnace was to be put in blast by the company itself, and not by a tenant; and he knew that the money was being raised for the purpose of putting the furnace in running order. He made but one subscription, and there is no evidence that he knew that his was on different terms from any of those subscribed before. He knew nothing of the final efforts to make up the stipulated sum, in which his codefendants participated.

, The able and industrious counsel of appellants point to no act by Dr. Arndt showing a waiver of tire defect, of acceptance of the subscription as if its condition were satisfied.

In this case no fraud is alleged. The subscriptions of the married women were carelessly accepted as valid by those who were active, but Dr. Arndt in no instance was an active party. It does not appear that he knew that the amount of the subscriptions of the married women was necessary to make up the requisite sum, prior to the beginning of this suit. Harried women can hold stock, and transfer it, but the statute does not empower them to contract to pay for stock. Their subscriptions create no legal obligation on their part. As to them the contracts are void.

The corporation could not have collected this subscription, for there was not compliance with its condition. True, the amount wanting is small, a fact to consider were there any evidence of waiver by Arndt. But in absence of such evidence, there must at least be a contractual obligation for the entire sum. A void subscription is the same as none; it is not like that of an insolvent. The appellants have no equity to overcome the failure to comply with the condition, for the credit was not given on the faith of this subscription. These debts were contracted before the increase of the capital stock, and there is no reason for holding that tbe creditors have any better rights in equity against the subscribers of the new shares than belonged to the company itself. Morawetz, Priv. Corp. § 597.

Decree affirmed and appeal dismissed, at the costs of appellants.