79 Mo. 22 | Mo. | 1883
The plaintiffs under the provisions of the statute, moved the circuit court that execution issue against the defendants, claiming that the latter were the holders of certain shares of unpaid stock in the Illinois and St. Louis Bridge Company.
The contract made with the bridge company, as evidenced by a communication addressed by John Knapp to C. K. Dickson, president of that company, and his reply thereto, is set forth in the following letters, both bearing date September 30th, 1867:
John Knapp to C. K. Dickson, president of the bridge company:
“ I am desirous of becoming an associate in the bridge company, and hereby authorize you to propose my name for that purpose, and if elected will take $20,000 dollars of stock of said company.”
On the same day C. K. Dickson, as president, addressed the following letter to John Knapp :
“ This is to certify that your proposition to subscribe for $20,000 of the stock of the bridge company is made with the express understanding that the first 5,000 of said subscription is to be deemed as paid in full by you. When a call is made on the stockholders beyond $5,000 or twenty-five per cent of their subscription, you will be expected to pay such calls, or to notify me of your decision to limit your subscription to $5,000, instead of $20,000, when your interest in the company will be limited to that sum, which will be deemed full paid stock.”
The subscription thus made was subsequently enlarged
The circuit court on hearing the evidence adduced, found for the defendants, thereby determining as a matter of fact that payment of the $5,000 had been made; and as no declarations of law were asked on either side, no law point has been saved, so that the only question the record presents is whether there is any substantial testimony in the evidence to establish the payment claimed by the defendants to have been made.
But it is urged that the contract respecting the stock which was to be paid for in the manner stated was altogether inoperative and void in law, as being against public policy and open, upright and fair dealing. We have
This case in all its circumstances materially differs from those cases of which Fuller v. Dame, 18 Pick. 472, is the type. In that case Fuller, the plaintiff, and stockholder in a certain railway company, by reason of securiug the .location of the depot for that railroad on certain flats, was to receive a direct personal and pecuniary benefit, a certain amount in money over and above that received by those with whom he was associated in that company. This, of course, would tend to warp his. judgment and tend to make him exert an undue influence in securing for a private moneyed consideration a particular location for the depot, and thus rendered that contract void as repugnant to public policy and inj urious to the public interests. Here, on the contrary, the defendants did not seek to locate the bridge at a particular point, nor wore they employed to do so, nor were they to receive any superior individual advantages or any moneyed consideration for so doing. All the stock they received was to be paid for and was paid for in money or money’s worth, and this whether the enterprise failed or prospered. Therefore, judgment affirmed.