119 Ky. 461 | Ky. Ct. App. | 1905
Opinion of the court by
Affirming.
Thirty-six' citizens of Fleming county, desiring to incorporate themselves into a telephone company, and to build and operate a telephone line between Mt. Carmel and Flemingsburg, subscribed various sums from $25 to $5 each for the capital stock of the corporation- afterwards to be organized; the total amount of subscription being $480. The stock -was to consist of 96 shares of the par value of $5 each. Before the- articles of incorporation were prepared, the subscribers seem to have obtained a right of way along the turnpike between the two towns, purchased and erected poles thereon, and sufficient wire and insulators to complete that part of the proposed line. At this stage of their organization, they appointed nine of their number a special committee to prepare the proposed articles of incorporation. This committee seems to have been unable to agree as to the articles, and, as a result, four of them refused to go on with the organization, and reported back- to the subscribers, who agreed with the minority of the committee. The remaining five prepared articles of incorporation under the name and style of the “Mt. Carmel Telephone Company,” which they signed and acknowledged, had recorded, as by law required, paid to the State the
The subscribers for the stock of a proposed corporation, before they are incorporated, are partners in the business which they have in hand. Cincinnati Cooperage Company v. Bate, 96 Ky., 356, 16 R., 626, 26 S. W., 538, 49 Am. St. Rep., 300, and Warring v. Arthur, 98 Ky., 34, 17 R., 605, 32 S. W., 221. The committee of subscribers appointed to prepare the articles of incorporation were merely the agents ■ of the larger body for the purpose for which they were appointed, and it is an elementary doctrine of agency that the principal may at any time, due regard being had to the rights of third persons, withdraw the authority of the agent. Although this committee were authorized to prepare, for the majority, articles of incorporation, it was not obliga
Counsel for both litigants have discussed at great length the question as to what point in the process of organization
The trial judge correctly sustained the demurrer of appellee and dismissed appellant’s petition, and this judgment is affirmed.