12 Mich. 73 | Mich. | 1863
Judgment was rendered against Underwood, in the Circuit Court, upon a subscription made to aid in erecting-college buildings. He, with others, who were induced to subscribe by mutual reliance, agreed to pay certain sums to defendants in error, “for the purpose of purchasing land or erecting a college building, in or near the village of Hillsdale, for the use of the Michigan Central Colleger Plaintiff in error acted as one of a building committee in erecting a building, portions of the subscriptions, including part of his own, having been paid- in, and used for that purj>ose. In the summer of 1853, it was known the college refused to accept the building, or remove to Hills-dale. In September, 1853, the owner of the land conveyed it to plaintiff and others, in trust for the erection thereon of buildings for college purposes, and ' for the transfer
The conclusions at which we have arrived, under the peculiar state of the record in this case, render it necessary to make some examination of the principles which we think should govern in similar cases.
It is obvious to any one who has given any attention to religious and educational movements, in this country, that few institutions can be established except by combined effort in the form of subscriptions. It is equally clear that the success of such efforts is generally regarded as an advantage to the subscribers, as well as to the public. And whenever a church or school, or other like work, has been completed in reliance upon the promise of individuals to pay for it, if undertaken, courts have generally held the subscribers bound to fulfill their promises which have been thus acted on. But there is some confusion among the cases concerning the grounds, as well as the nature and extent, of the liability of subscribers to such purposes.
The difficulties met with in the cases refer, in general, to the parties to the agreement, or to what is loosely called the consideration, including in that term the assurance that the money promised will be beneficially applied. Objections for the want of parties are frequently classed with objections to the consideration; and parties have been
There must therefore be not only a party promising^ but a party to enforce the promise. And, although the amount of consideration is unimportant, the promise of a subscriber can only be enforced where something is done or undertaken in reliance on that promise, in a responsible shape. And, where a subscription is to accomplish a particular object, and no direct pecuniary advantage is to result to the promisor, the consideration must usually 'be something done or undertaken in order to carry out that object. These principles seem to be generally recognized.
It is intimated by Prof. Parsons, 1 Pars. on Cont. 378, that the simple promise of one subscriber to pay money can not be a sufficient consideration for a similar promise by another. But this principle, it is presumed, was intended to apply only where there is no person designated to receive the funds, who assumes or is bound to expend them for the purpose designed. The cases which have denied the force of subscriptions as mutual considerations, are usually cases where no payee is named or designated, or where the one designated is either incapable of acting, or does not assume and is not bound to act: — Boutell v. Cowdin, 9 Mass. 254; Limerick Academy v. Davis, 11 Mass. 113; Farmington Academy v. Allen, 14 Mass. 172. And where this difficulty has not existed, it has been recognized repeatedly that it is a sufficient consideration that others were led to subscribe by the very subscription of the defendant: — Trustees v. Stetson, 5 Pick. 506; Watkins v. Eames, 9 Cush. 537 ; George v. Harris, 4 N. H. 533; Congregational Society v. Perry, 6 N. H. 164; Troy Academy v. Nelson, 24 Vt. 189; Amherst Academy v. Cowls, 6 Pick. 427. Where work is done or expense incurred under a promise, the liability is not disputed by any authority.
But where there is no legal or natural obstacle to the performance of the thing designed, and lawful means are provided, and competent agents are designated and accept their trust, it is not easy to see how such an agreement differs from any other valid contract whereby parties contract to furnish funds for a common object beneficial to them both. We can not hesitate to hold that a school or church, or other similar institution, which men are anxious to have built, and promise to pay for, is “ valuable ” to them in a legal sense. In most cases there is a pecuniary value in the enhanced price of neighboring property. But, apart from this, any worthy purpose for which men generally are willing to expend money, must be regarded by courts as worth money, when it is promised. We know of no safer test to apply to human transactions.
The subscription is not framed, nor is the case so made t>ut as to show it was designed, as an inducement to that college to endeavor to obtain authority to remove to Hillsdale. Such an undertaking would have been a good foundation for a subscription. As the case stands now, it -shows a subscription for the use of a college not located at Hillsdalej and which never agreed to go there. The statute incorporating this college as the Michigan Central College at Spring Arbor, was, we think, operative to confine it to that place until amended; and the college could not be lawfully removed without permission from the Legislature: — People v. Oakland Co. Bank, 1 Doug. Mich. 282. The original subscription, being for an impossible purpose, Was invalid; and the renewed subscription is not declared upon according to the facts, which would • sustain it. A further amendment is therefore necessary in order to permit the proper evidence to be received. Judgment must be reversed, with costs, and a new trial granted.
The following is a copy of the subscription paper signed by the plaintiff in error and others: “We, the subscribers, severally promise to pay the sums set opposite our respective names, to the order of Henry Waldron,
It is not denied that here is a promise, but it is said that the plaifitiff in error is not bound by it, because there was no consideration for it. What is a consideration ? The price paid or agreed to be paid for the promise — that is, the thing done or agreed to be done, is the consideration. Hence mutual promises are a good consideration for each other; as where A promises B to do a certain thing in consideration that B promises A to do a certain other thing. It is not necessary that either-party should be pecuniarily benefited by the act done or to be done by the other. The promise may inure to the benefit of a third person, and not of the party to whom it is made. It is immaterial, therefore, that the college which is to receive the benefit of the promise is not a party to it. The benefit to the college is the inducement to, and not the consideration of, the promise, which is the subscription of the paper by others. Each subscriber-promises to pay to the persons named in the subscription, for the purpose therein mentioned, the sum set opposite-his name, in consideration of a like promise by every other subscriber. This is clearly implied in the subscription itself. It' is the understanding of every person who puts his name to a subscription paper; and when the object is conducive to the public weal, as in the case before us, it seems to me it would be a strange perversion of legal principle to refuse to enforce the subscription on a plea of want of consideration. Most of our church and college edifices have been built by subscriptions like the one before us; and shall it be said that the law is indifferent to such enterprises, and that it looks on such subscriptions as blank pieces of paper ? I think not.
But the Judge finds that the college refused to remove to Hillsdale. That being the case, there was, it seems to me, a failure in the object of the enterprise that released the subscribers from its further prosecution. But he also found, that, after the refusal, a new promise was entered into to complete the building for another purpose, viz. : to be used and occupied according to the terms and conditions of a certain trust deed, mentioned in the finding. On this last promise the defendants in error, who were plaintiffs below, would have been entitled to a judgment had' it been set out in their declaration. They pi’oved a different cause of action from the one stated in the pleadings.
Judgment reversed.