92 Iowa 668 | Iowa | 1894
“John Pierce, JEsq., Sioux City, Iowa.
“Beak Sib: — The 10 per cent assessment that was made on the stock of the State Bank Building Company is now about exhausted, and there are bills outstanding that will soon have to be paid, and I think it would be well for us to make an assessment of about twenty per cent, to be paid by the fifteenth inst., and another of about the same amount on the fifteenth of July. If you think best to call a meeting so as to bring*672 this before the directors, we will do it, or, if you prefer, subscriptions can be made to the stock without the formality of a meeting. I shall be pleased to have you inform me of your preference. Truly yours.”
The answer of defendant was as follows:
“Sioux City, Iowa, June 16, 1890.
11 Mr. James F. Toy, Treas., Storm Lake, Iowa.
“Deab Sib: — Tours of June 5th at hand, and in reply will say I see no necessity for calling a meeting of the directors. When you need, money levy the assessments. It will be a little hard for me to pay in $4,000 between now and the middle of July, and Mr. Desparois has kindly consented to take care of me until matters can take a turn. I am, yours very truly,
“John Piebce.”
This is not only a waiver, but it is an absolute direction to Toy to make the assessments. It appears from another letter written by Toy to the defendant that he (Toy) urged payment of the assessments, and stated that money was absolutely required to pay bills for the construction of the building. And there is other evidence in the case to the effect that the payment of the whole of the capital stock was absolutely necessary to pay the debts of the corporation, and that it had no resources except the stock subscriptions. It is urged that the direction to Toy to make the assessments had no reference to these later calls, but only authorized those which have been paid. We- think that there is evidence in the case from which it could fairly be found that the defendant intended his direction to apply to any and all future assessments.
It appears in evidence that several months after the assessments in suit were made a full statement of the amount due from defendant was presented to him, and that he made no objection thereto, and promised to make payment in full, and made no claim that the assessment should have been made by the board of