Bryant's Pond Steam Mill Co. v. Felt
Supreme Judicial Court of Maine
On report. This was an action of assumpsit brought to recover of the defendant the sum of two hundred dollars as appeared by his alleged subscription upon an original subscription book, and upon the outer cover of which was the following writing, " Subscription for a steam mill to be erected at or near Bryant’s Pond.”
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On report. This was an action of assumpsit brought to recover of the defendant the sum of two hundred dollars as appeared by his alleged subscription upon an original subscription book, and upon the outer cover of which was the following writing, " Subscription for a steam mill to be erected at or near Bryant’s Pond.” The original agreement was as follows : " We, the undersigned, hereby agree to pay for the number of shares set opposite our names, said shares to be ten dollars each, and non-assessable, for the purpose of erecting suitable buildings, with steam power, for the manufacturing of…
1Opinion of the CourtWalton, J.
The only question we find it necessary to consider is whether a subscriber to the capital stock of an unorganized corporation has a right to withdraw from the enterprise, provided he exercises the right before the corporation is organized and his subscription is accepted. We think he has. Such a subscription is not a completed contract. It takes two *238parties to make a contract. A non-existing corporation can no more make a contract for the sale of its stock than an unbegotten child can make a contract for the purchase of it.
The right of subscribers to the capital stock of a proposed…
2Cases cited2 opinions
- Hudson Real Estate Co. v. TowerMassachusetts Supreme Judicial Court · 1892
- Muncy Traction Engine Co. v. DeLa GreenSupreme Court of Pennsylvania · 1888
3Cited by11 opinions
- Dom J. Moreau & Son, Inc. v. Federal Pacific Electric Co.Supreme Judicial Court of Maine · 1977
- Planters & Merchants Independent Packet Co. v. WebbSupreme Court of Alabama · 1908
- Vermilion Sugar Co. v. ValleeSupreme Court of Louisiana · 1914
- Wright Bros. v. Merchants & Planters Packet Co.Mississippi Supreme Court · 1913
- King v. Howeth & Co.Supreme Court of Oklahoma · 1914
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