41 Md. 583 | Md. | 1875
delivered the opinion of the Court.
' This is an action of assumpsit brought by the appellee to recover a subscription to its stock, to which the appellant has pleaded non-assumpsit.
The first exception is taken to the -admissibility of the certificate of incorporation of the appellee, as the Baltimore and Randallstown Railroad, offered in evidence, which the appellant insists ought not to have been admitted by the Court below. This certificate of incorporation recites, that certain persons have associated together for the purpose of constructing a horse railroad in accordance with the provisions of the Act of 1870, ch. 476, “the termini of said road to be the city of Baltimore and the village of Randallstown ; the whole route of said road passing through Baltimore County, the Baltimore terminus being within the City of Baltimore.” It is claimed that the purpose of this Association is not embraced by the Act of 1870, and that the persons who had associated together to form this company, could only become a body
The other objection to the certificate is, that it is acknowledged before a justice of the peace in Baltimore city, and certified to by a Judgcof the Supreme Bench of that city, when the acknowledgment and certificate, could
The next exception is to the ruling of the Court in permitting the subscription hook to he read in evidence to the jury. The objection to it is, that it purports to he a subscription to the stock of the Baltimore and Randallstown Horse Railroad, while the corporate name is the Balti
“Baltimore and Randallstown Railroad;
We the undersigned, whose names are hereto affixed, do hereby agree to subscribe to the amount of stock set opposite to our names in the capital stock of the Baltimore and Randallstown Horse Railroad, to run, &c.”
This certainly is such a description of the corporation as enabled the subscribers to know and understand the exact corporation, to the stock of which they were subscribing, and this is all that the law requires. The true corporate name is given at the commencement of the heading to the list, and the introduction of the additional word in the name, where it afterwards appears, could not mislead, but rather tended to a fuller and more certain description of the corporation by explaining to some extent at least, its character and purpose. It is a much stronger case than the one in 5 H. & J., 123, which was also an action to recover upon a subscription list, and in which it was attempted to avoid responsibility upon the ground that the true title of the corporation had not been given. The principle decided in that case would make the present subscription list a valid one, with no other name upon it, designating this corporation, except the one objected to. It is there said in the opinion of the Court, “if there is enough in the expressions used to describe the corporation intended, it will effectuate the contract.” That there is enough used in the expressions to describe this corporation cannot admit of a doubt. We think the objection is without weight, and that the proof was properly admitted.
The prayer of the plaintiff, which was granted, and the fourth and fifth prayers of the defendant, which were refused, present the same question. The capital stock of this company is limited to forty thousand dollars, but it appears they have obtained a further subscription to the
The first prayer of the ajDpellant is in reference to the sufficiency of the certificate of incorporation, and has been disposed of by what has been said in considering the first
The rulings of the Court below being without error, the judgment will be affirmed.
Judgment affirmed.