Nippenose Manufacturing Co. v. Stadon

The opinion of the court was delivered, by Shar.swood, J. It was decided in McConahy v. The Centre Turnpike, 1 Penna. Rep. 426, that a promise made by a commissioner appointed to receive subscriptions for the stock of a proposed corporation to a person offering to subscribe that he might pay in work was binding on the corporation, at least so far as to prevent it from recovering from the subscriber contrary to the terms of the agreement. It appears to have been merely considered as a question whether parol evidence could be received of what had occurred at the time to vary the terms of the contract. Hill v. Ely, 5 S. & R. 363, and Miller v. Henderson, 10 Id. 290, are referred to as authorities to sustain the judgment, and these are cases on the subject of the admission of parol evidence to vary writings. McConahy v. The Turnpike has been sinee regarded as falling within that category: Kennedy v. Erie and Wattsburg Plank Road Co., 1 Casey 226. Back of this question of the admissibility of parol evidence, however, lay the more pertinent question which seems to have been overlooked, of the power of the commissioner to change the terms of the contract which he was authorized to make, or to accept in other words a conditional subscription — any other than one providing for the payment of money. He was an agent appointed by the law with a special power of attorney. All who dealt with him must look to the source of his authority. It may possibly be that if a condition in writing were attached to the subscription, the subscription itself would be void, unless perhaps it should be assumed and ratified by the corporation after organization. When, however, it is on its face absolute and unconditional, the charter is granted and the company organized on the faith of it, and in such case, therefore, not the subscription but the condition is void. This is clearly the result of the opinions and judgments in Irvin v. The Turnpike Co., 2 Penna. Rep. 466; Pittsburg and Steubenville Railroad Co. v. Biggar, 10 Casey 455; Pittsburg and Connellsville Railroad Co. v. Stewart, 5 Wright 54, and Bedford Railroad Co. v. Bowser, 12 Wright 29. McConahy v. The Turnpike Road Co., therefore, so far as the point for which it is relied on by the plaintiff in error is concerned, may be considered as an overruled case. It was held, however, in Pittsburg and Connellsville Railroad Co. v. Stewart, 5 Wright 54, that after the organization the company may stipulate with subscribers that they may pay in any manner mutually agreed upon, and then are precluded from enforcing the subscription in any other manner. But corporations like natural persons are bound only by the acts and contracts of [260] their officers or agents within the scope of their authority : Angelí and Ames on Corp. § 297. There was no offer by the defendant to prove that any officer of the company duly authorized, did after the organization agree With him that his subscription of stock should be paid in services. The offer did not state what office Youngman held at the time, nor that he had authority from the corporation. The other offers upon the rejection of which errors are assigned were clearly immaterial. Judgment affirmed.