Seacoast Packing Co. v. Long.

The opinion of the Court was delivered by Mr. Justice Fraser. The complaint alleges that the défendant, along with others, subscribed. in writing for five shares of the capital stock of the plaintiff corporation at a par value of $100 per share and had failed to .comply with the terms of the subscription. The defendant, for a second defense, alleges a failure of the plaintiff to comply with a certain parol contract made by “the parties soliciting his subscription,” and that the representations were fraudulently made. The third defense was that the subscription was made before the corporation had come into existence. On motion these defenses were stricken out as sham. From this order this appeal is taken. 1,2 I. Inasmuch as a written contract cannot be varied by parol, and nothing was alleged to show any connection between the corporation and “those who solicited the subscription, this defense could be stricken out 'without argument.’ ” 3 II. Inasmuch as bona fida subscription to the capi~ tal stock is a condition precedent to the formation of a corporation, this defense also fails “without argument.” The exceptions are overruled and the order appealed from is affirmed. • , Mr. Chiee Justice Gary and Mr. Justice Watts concur.