Santa Cruz R.R. v. Schwartz

By the Court : The “ prospectus ” to which the signature of the defendant was obtained contemplated an organization of the proposed corporation only after securing subscriptions for one hundred and fifty thousand dollars. The organization was, however, subsequently, and without the consent of the defendant, effected when subscriptions for only one hundred and thirty thousand dollars had been obtained. This was a clear departure from the scheme set forth in the “ prospectus ” to which the defendant had become a party, and it operated to release the defendant, at his option, from proceeding further in the business. 'Judgment affirmed.