43 Vt. 144 | Vt. | 1870
The opinion of the court was delivered by
The instrument of assent, signed and acknowledged by a majority of the tax-payers of Danville who represented
This contract was one that neither party could compel the other to enter into; however much the town might' desire the stock of the company, it could not subscribe for and take it against the will of the company, and however much the company might wish to have the town take and pay for the stock, it could only dispose of the stock to, and acquire the pay for it of, the town by contract with the town. These commissioners were to act as agents for the town in making the contract, and they were agents for no other party than the town in that business. They had no authority from any other party, and were responsible to no other party for the manner in which it was executed. . Under that authority the commissioners made a written contract of subscription for one thousand shares of the stock of the company of one hundred dollars each, the subscription payable in bonds of the town of specified amounts, rate of interest, and times of payment, upon condition, among others, that the bonds should not be delivered until the president and directors of the railroad company should give to the town a bond that the railroad should be built through North Danville village, thence south of Danville Green, and thence to West Danville, and have a station, with a depot suitable for the
The agents of the town inserted that condition in the contract, and insisted that the subscription should be made only upon that condition; the railroad company was not satisfied with the subscription upon that condition, and tried to get it made without the condition, but did not absolutely reject it. The officers of the company retained the written contract and endeavored to get the conditions changed or waived so that the subscription should stand more in accordance with the wishes of the company than it was with the conditions in ; and the condition requiring twelve thous- and five hundred dollars in stock per mthe of road to be subscribed before the bonds of the town should be delivered, was
The decree of the court of chancery is affirmed, but without prejudice to any right which any party might otherwise have to enforce the first contract of subscription upon compliance with its terms by the railroad company.