22 Ga. App. 495 | Ga. Ct. App. | 1918
To a suit by the Planters Bank, of Yatesville, Georgia, against J. G. Brown, upon an unconditional promise in writing to pay, the defendant pleaded failure of consideration and fraud in the procurement of the note, alleging: (1) that the note was given for the purchase of certain shares of stock in the plaintiff bank, which stock is entirely worthless, and that he was induced to sign the subscription note (of which the note sued on is a renewal) by the promise and agreement, then made by the agent of . the promoter of the proposed corporation, that the defendant would not in fact have to pay any cash, as provided by the terms of the note, but that the promoter would himself pay into the corporation for the defendant the amount called for by the instrument, and that the dividends and profits accruing from the business would within a stated period pay off and discharge the obligation created by the written promise sued on; (2) that.at the time he made his subscription and signed the note, it was represented to Mm by the ■said agent of the promoter of the proposed corporation that a named
1. The general rule which ordinarily permits the consideration of a written contract to be inquired into where the controversy is between the- original parties does not authorize the promisor to alter or deny the terms of the obligation, and1 thereby convert an unconditional promise into one which is dependent upon the happening of contingencies. Dinkler v. Baer, 92 Ga. 432 (3) (17 S. E. 953); Byrd v. Marietta Fertilizer Co., 127 Ga. 30 (56 S. E. 86); Rheney v. Anderson, 22 Ga. App. 417 (96 S. E. 217).
2. The mere fact that the evidence shows that the individual who was named to the defendant as a subscriber may at the time of his subscription have entered into a' contract with the promoter of the enterprise that the latter should take over the subscription, at that subscriber’s option, within a period of twelve months, is nqt sufficient to vitiate the defendant’s obligation, under his plea of fraud.
. Judgment reversed.